European Commission Clearance Received for Randstad
Transaction; All Regulatory Approvals Now Received
Continues to Recommend that Stockholders Tender into Randstad
Transaction, Which Offers Monster Stockholders $3.40 Per Share All-Cash Premium Offer for All of
Their Shares
WESTON, Massachusetts,
Oct. 26, 2016 /PRNewswire/
-- Monster Worldwide, Inc. (NYSE: MWW) ("Monster" or "the
Company") today announced that its Board of Directors has
unanimously rejected the highly-conditional, partial tender offer
made by an affiliate of MediaNews Group, Inc. ("MNG") on
October 25, 2016 to acquire up to
approximately 10% of the outstanding shares of common stock of
Monster at a price of $3.70 per
share.
"Monster's Board and management team are committed to maximizing
value for all stockholders," said Tim
Yates, Chief Executive Officer of Monster. "MNG's partial
tender offer represents yet another attempt by MNG to derail
Monster's transaction with Randstad in order for MNG to take
control of the Company without paying a control premium to all
Monster stockholders. The Monster Board unanimously reaffirms its
recommendation that Monster stockholders tender their shares into
Randstad's $3.40 per share all-cash
premium offer."
In reviewing the proposal with the assistance of its independent
financial and legal advisors, Monster's Board considered, among
other factors, the following material issues:
- MNG's partial tender offer only offers $3.70 per share for approximately 10% of the
outstanding shares of Monster common stock
- MNG's partial tender offer is both illusory and is subject to a
multitude of conditions that serve MNG's interests, not those of
Monster's stockholders, including:
- The partial tender offer is subject to the successful
completion of MNG's separate consent solicitation seeking to
replace the current members of the Monster Board
- It is also subject to Monster's stock trading at a closing
price of at least $3.00 per share
every trading day, including following the termination of the
Randstad transaction and throughout any extension of the MNG offer,
when the pre-Randstad closing stock price was $2.77 per share and research analysts have
suggested a price target as low as $2.00 per share if the Randstad deal were
terminated
- The partial tender offer is further subject to the
termination of the Randstad tender offer and merger
agreement
- Based upon the price of Monster's shares before the
announcement of the Randstad Holding nv (AMS: RAND) ("Randstad")
transaction, the blended value of MNG's partial tender offer would
be far less than Randstad's all-cash offer of $3.40 per share
- Transaction expected to close shortly after Randstad tender
offer expires on Friday, October 28,
2016, assuming a majority of outstanding shares is
tendered
Monster expects to file its solicitation/recommendation
statement on Schedule 14D-9 with the Securities and Exchange
Commission later today.
European Commission Approval
As previously announced on August 9,
2016, Monster entered into a definitive agreement with
Randstad under which Randstad will acquire Monster for $3.40 per share in cash. Today, the European
Commission has cleared the pending transaction with Randstad. All
necessary regulatory approvals have now been obtained.
Evercore is serving as financial advisor to Monster and Dechert
LLP is serving as legal counsel.
About Monster
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
monster.com/about.
Cautionary Statement Regarding
Forward-Looking Statements
Statements in the press release regarding the partial tender
offer (the "MNG Tender Offer") by Strategic Investment
Opportunities LLC (the "MNG Offeror"), an affiliate of MediaNews
Group, Inc. ("MNG"), for 10% of the common stock of Monster
Worldwide, Inc. ("Monster"), MNG's consent solicitation, Monster's
planned transaction with Randstad North America, Inc. ("Randstad"),
the expected timetable for completing the planned transaction with
Randstad, future financial and operating results, future capital
structure and liquidity, benefits of the planned transaction with
Randstad, general business outlook and any other statements about
the future expectations, beliefs, goals, plans or prospects of the
board or management of Monster include forward-looking statements.
Any statements that are not statements of historical fact
(including statements containing the words "expects," "intends,"
"anticipates," "estimates," "predicts," "believes," "should,"
"potential," "may," "forecast," "objective," "plan," or "targets"
and other similar expressions) are intended to identify
forward-looking statements. There are a number of factors that
could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including:
uncertainties as to the timing of completion of the planned
transaction, the ability to obtain requisite regulatory approvals,
the tender of a majority of the outstanding shares of common stock
of Monster, the possibility that competing offers will be made and
the satisfaction or waiver of the other conditions to the
consummation of the planned transaction; the potential impact of
the announcement or consummation of the planned transaction on
relationships, including with employees, suppliers and customers;
and the other factors and financial, operational and legal risks or
uncertainties described in Monster's public filings with the
Securities and Exchange Commission (the "SEC"), including the "Risk
Factors" sections of Monster's Annual Report on Form 10-K for the
year ended December 31, 2015 and subsequent Quarterly Reports
on Form 10-Q, as well as the tender offer documents filed and to be
filed by Randstad, Randstad Holding nv and Monster. Forward-looking
statements speak only as of the date the statement was made.
Monster undertakes no obligation to update or revise any
forward-looking statements except as required by law.
Notice to Investors
Randstad's tender offer for all shares of Monster's common stock
commenced on September 6, 2016, and, in connection with the
offer, Randstad, its parent, Randstad Holding nv, and its
subsidiary, Merlin Global Acquisition, Inc., filed a tender offer
statement on Schedule TO with the SEC and Monster filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC. Monster's stockholders are strongly advised to read
the tender offer statement (including the offer to purchase, letter
of transmittal and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 filed by
Monster with the SEC because they contain important information
about the proposed transaction. These documents are available
at no charge on the SEC's website at www.sec.gov. In addition,
copies of the offer to purchase, letter of transmittal and other
related materials are available free of charge by contacting
MacKenzie Partners, Inc., the information agent for the tender
offer, toll-free at (800) 322-2885 (or at +1 212-929-5500
collect if you are located outside the U.S. and Canada), or by email to
monster@mackenziepartners.com.
Monster has filed a solicitation/recommendation statement with
the SEC with respect to the MNG Tender Offer launched by the MNG
Offeror, its affiliate, MNG, and its ultimate parent, MNG
Enterprises, Inc. Monster's stockholders are strongly
advised to read the solicitation/recommendation statement that
Monster will file with the SEC on October
26, 2016 on Schedule 14D-9 and other relevant documents that
are filed with the SEC when they become available because they
contain important information about the MNG Tender Offer. These
documents are available at no charge on the SEC's website at
www.sec.gov.
Monster and its directors and executive officers may be deemed
to be participants in the solicitation of consent revocations from
Monster stockholders in connection with the consent solicitation
conducted by MNG and certain of its affiliates. Information about
Monster officers and directors and their ownership of Monster
shares is set forth in the proxy statement for Monster's 2016
Annual Meeting of Stockholders, which was filed with the SEC on
April 28, 2016. Information about Monster officers and
directors is set forth in Monster's Annual Report on Form 10-K for
the year ended December 31, 2015, which was filed with the SEC
on February 11, 2016. Investors and security holders may
obtain more detailed information regarding the direct and indirect
interests of the participants in the solicitation of consent
revocations in connection with the consent solicitation conducted
by MNG and certain of its affiliates by reading the definitive
consent revocation statement filed with the SEC on October 18,
2016 in response to the consent solicitation. Monster's
stockholders are strongly advised to read such consent revocation
statement (including any amendments or supplements thereto) and any
other relevant documents that Monster will file with the SEC
because they contain important information. These
documents are available at no charge on the SEC's website at
www.sec.gov.
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