RANDSTAD CONFIRMS THAT ITS OFFER WILL NOT BE INCREASED AND
THE OFFER PRICE OF $3.40 IS FULL AND
FINAL
DIEMEN, Netherlands,
Oct. 26, 2016 /PRNewswire/
-- Randstad Holding nv (AMS: RAND) announced today that it has
received merger control clearance from the European Commission for
its acquisition of Monster Worldwide, Inc. (NYSE: MWW). Approval of
the acquisition from the European Commission was the last
regulatory approval required with respect to Randstad's previously
announced tender offer for any and all outstanding shares of common
stock of Monster.
Now that the last regulatory approval has been acquired,
Randstad expects the transaction to be completed within a few
business days after a majority of Monster's shares are tendered.
The Tender Offer is scheduled to expire on October 28, 2016 at 12:00 midnight, New York City time, unless further extended
and Randstad confirms that its offer will not be increased and the
offer price of $3.40 is full and
final.
The tender offer is being made pursuant to an Offer to Purchase,
dated September 6, 2016, as amended,
and in connection with the Agreement and Plan of Merger, dated
August 8, 2016, among Monster,
Randstad North America, Inc. and Merlin Global Acquisition, Inc.,
which was announced on August 9,
2016. Consummation of the tender offer remains subject to
other customary conditions as described in the Offer to
Purchase.
About Randstad
Randstad specializes in solutions in the field of flexible work
and human resources services. Their services range from
regular temporary staffing and permanent placements to Inhouse
Services, Professionals, Search & Selection, outplacement, and
HR Solutions. Randstad Group is one of the leading HR services
providers in the world, with top-three positions in Argentina, Belgium & Luxembourg, Canada, Chile, France, Germany, Greece, India, Mexico, the
Netherlands, Poland,
Portugal, Spain, Switzerland, the UK, and the United States, as well as major positions
in Australia and Japan. In
2015, Randstad had 29,750 corporate employees and 4,473 branches
and Inhouse locations in 39 countries around the world.
Randstad generated revenue of €19.2 billion in 2015. Randstad
was founded in 1960 and is headquartered in Diemen, the
Netherlands. Randstad Holding nv is listed on the Euronext
Amsterdam, where options for stocks in Randstad are also
traded. For more information, see www.randstad.com.
Additional Information
This press release and the description contained herein is for
informational purposes only and is not a recommendation, an offer
to buy, or the solicitation of an offer to sell any shares of
Monster's common stock. Randstad North America, Inc.
("Randstad"), Randstad's wholly-owned subsidiary, Merlin Global
Acquisition, Inc. ("Merger Sub"), and Randstad's parent company,
Randstad Holding nv ("Holding"), have filed with the U.S.
Securities and Exchange Commission (the "SEC") a Tender Offer
Statement on Schedule TO containing an offer to purchase (the
"Offer to Purchase"), a form of letter of transmittal (the "Letter
of Transmittal") and other related documents and Monster has filed
with the SEC a Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the tender offer. THESE DOCUMENTS, AS
EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CONTAIN
IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND MONSTER
SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY. Shareholders
of Monster may obtain a free copy of these documents and other
documents filed by Monster, Randstad, Merger Sub or Holding with
the SEC at the website maintained by the SEC at www.sec.gov.
The Schedule TO is available on Randstad's website.
The Offer to Purchase is not being made to holders of (nor will
tenders be accepted from or on behalf of holders of) shares of
Monster's common stock in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction.
In those jurisdictions where applicable laws or regulations require
the Offer to Purchase to be made by a licensed broker or dealer,
the Offer to Purchase shall be deemed to be made on behalf of
Merger Sub by one or more registered brokers or dealers licensed
under the laws of such jurisdiction to be designated by Randstad,
Merger Sub or Holding.
Forward-Looking Statements
The statements included in this press release contain
forward-looking statements, which are generally statements that are
not historical facts. Forward-looking statements can be
identified by the words "expects," "anticipates," "believes,"
"intends," "estimates," "plans," "will," "outlook" and similar
expressions. Forward-looking statements are based on management's
current plans, estimates, assumptions and projections, speak only
as of the date they are made and include without limitation
statements regarding the planned completion of the tender offer and
the merger, statements regarding the anticipated filings relating
to the tender offer and the merger, statements regarding the
expected completion of the tender offer and the merger and
statements regarding the ability of Merger Sub to complete the
tender offer and the merger considering the various closing
conditions. Randstad and Monster undertake no obligation to update
any forward-looking statement in light of new information or future
events, except as otherwise required by law. Forward-looking
statements involve inherent risks and uncertainties, most of which
are difficult to predict and are generally beyond the control of
either company, including the following: (a) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement; (b) the inability to complete
the transaction due to the failure to satisfy conditions to the
transaction; (c) the risk that the proposed transaction disrupts
current plans and operations; (d) difficulties or unanticipated
expenses in connection with integrating Monster into Randstad; (e)
the risk that the acquisition does not perform as planned; and (f)
potential difficulties in employee retention following the closing
of the transaction. Actual results or outcomes may differ
materially from those implied by the forward-looking statements as
a result of the impact of a number of factors, many of which are
discussed in more detail in the public reports of each company
filed or to be filed with the SEC or the Amsterdam Stock
Exchange.