DIEMEN, Netherlands and
WESTON, Mass., Oct. 31, 2016 /PRNewswire/ -- Randstad North
America, Inc., a wholly-owned subsidiary of Randstad Holding nv
(AMS: RAND), announced today that its wholly-owned subsidiary,
Merlin Global Acquisition, Inc., has successfully completed its
tender offer to acquire any and all outstanding shares of common
stock of Monster Worldwide, Inc. (NYSE: MWW) ("Monster"), at a
price of $3.40 per share in cash,
without interest thereon and less any applicable withholding taxes
(the "Offer").
As a result of the completed Offer and pending completion of the
merger, which is expected to occur on November 1, 2016, Monster's common stock is
expected to cease trading prior to market open on the closing date
and will no longer be listed on the New York Stock Exchange.
Monster, a global leader in connecting jobs and people, will
continue operating as a separate and independent entity under the
Monster name.
"Through this combination we are able to accelerate our digital
strategy and our ability to serve our customers and candidates with
transformational 'Tech and Touch' services," said Jacques van den Broek, CEO of Randstad. "With
Monster's easy to use digital, social and mobile solutions and
Randstad's global network, we now have the ability to create
comprehensive and technologically advanced capabilities for human
resources services in a global job market defined by rapid
technological change."
"Joining Randstad provides Monster with the opportunity to grow
as a formidable industry leader, building the most sophisticated
global platform of talent data, services and tools for connecting
jobs and people," said Tim Yates,
CEO of Monster Worldwide. "We are excited to begin Monster's next
chapter and accelerate our transformation."
There are a number of strategic and financial benefits to the
transaction:
- Brings Together Complementary Visions to Lead
Transformation: Randstad and Monster have a shared vision
for the global job industry, which is rapidly transforming as a
result of technology advances. The transaction is intended to
accelerate our ability to develop new and innovative capabilities
that deliver greater value to job seekers and employers by bringing
labor supply and demand closer together.
- Creates Most Comprehensive and Technologically Advanced
Capabilities for Human Resources Services: Randstad
continues to enhance its business model in the rapidly shifting
landscape, placing annually more than 2 million people worldwide
through its network of more than 4,500 branches and
client-dedicated services. The addition of Monster's leading
recruiting media, technologies, and platforms, which connect people
and jobs in more than 40 countries, further expand services to
offer both clients and candidates tools for increased efficiency
and engagement, connecting more people to more jobs.
- Financially Compelling: The transaction is expected
to be immediately accretive to Randstad earnings per share.
The Offer expired on October 28,
2016 at 12:00 midnight, New York
City time. Broadridge Corporate Issuer Solutions, Inc., the
depositary for the Offer, has advised that, as of the expiration of
the Offer, a total of approximately 45,973,527 shares of Monster
common stock have been validly tendered and not properly withdrawn
pursuant to the Offer, representing approximately 51.5% of
Monster's outstanding shares (including shares of restricted stock
and options). In addition, shares presented by notices of
guaranteed delivery have been delivered with respect to 3,708,393
shares of Monster common stock that have not yet been validly
tendered, representing approximately 4.15% of Monster's outstanding
shares (including shares of restricted stock and options). All
shares that were validly tendered and not properly withdrawn during
the Offer period have been accepted for payment. Payment for such
shares will be made promptly, in accordance with the terms of the
Offer.
The minimum condition to the Offer that one share more than half
the sum of all outstanding shares (including restricted shares,
shares issuable to holders of stock options and shares issuable to
holders of Monster's 3.50% Convertible Senior Notes due 2019 from
whom Monster has received duly completed notices of exercise) be
validly tendered has now been satisfied, and Randstad intends to
complete its acquisition of Monster promptly through a merger under
Section 251(h) of the General Corporation Law of the State of
Delaware. As a result of the merger, each share of common
stock of Monster not tendered in the Offer (other than shares held
by Monster, Randstad or their respective direct or indirect
wholly-owned subsidiaries, and other than shares held by Monster
stockholders who have properly and validly perfected their
statutory appraisal rights in compliance with Section 262 of the
General Corporation Law of the State of
Delaware) will be converted into the right to receive
$3.40 per share in cash, without
interest thereon and less any applicable withholding taxes. Upon
completion of the merger, Monster will become a wholly-owned
subsidiary of Randstad.
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 approximately 29,750 corporate employees and
around 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.
About Monster Worldwide
Monster Worldwide, Inc. (NYSE: MWW) is a global leader in
connecting people to jobs, wherever they are. For more than 20
years, Monster has helped people improve their lives with better
jobs, and employers find the best talent. Today, the company offers
services in more than 40 countries, providing some of the broadest,
most sophisticated job seeking, career management, recruitment and
talent management capabilities. Monster continues its pioneering
work of transforming the recruiting industry with advanced
technology using intelligent digital, social and mobile solutions,
including our flagship website Monster.com® and a vast array of
products and services. For more information, visit
www.monster.com/about.
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.
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SOURCE Randstad Holding nv