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