SFN Stifel Financial Corp. 5.375% Senior Notes Due December 2022

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14D-9

Solicitation/Recommendation Statement Under
Section 14(d)(4) of the Securities Exchange Act of 1934

SFN Group, Inc.
(Name of Subject Company)

SFN Group, Inc.
(Name of Persons Filing Statement)

Common stock, par value $0.01 per share
(Title of Class of Securities)

784153108
(CUSIP Number of Class of Securities)

Thad Florence
Vice President Legal & Corporate Secretary
SFN Group, Inc.
2050 Spectrum Boulevard
Fort Lauderdale, Florida 33309
(954) 308-7600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Persons Filing Statement)

Copy to:

Timothy Mann, Jr., Esq.
Jones Day
1420 Peachtree, N.E.
Atlanta, Georgia 30309-3053
(404) 581-3939

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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Item 1.    Subject Company Information.

Name and Address

        The name of the subject company is SFN Group, Inc., a Delaware corporation (the "Company"). The address of the Company's principal executive offices is 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309, and the telephone number at such offices is (954) 308-7600.

Securities

        The class of equity securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 (this "Statement") relates is the Company's common stock, par value $0.01 per share (the "Shares"). As of July 19, 2011, 49,029,674 Shares were issued and outstanding.

Item 2.    Identity and Background of Filing Person.

Name and Address

        The name, business address and business telephone number of the Company, which is both the person filing this Statement and the subject company, are set forth in Item 1 above, which information is incorporated herein by reference.

Tender Offer

        This Statement relates to the cash tender offer by Cosmo Delaware Acquisition Corp. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of Randstad North America, L.P., a Delaware limited partnership ("Parent"), disclosed in the Tender Offer Statement filed under cover of Schedule TO, dated August 1, 2011 (as amended or supplemented from time to time, the "Schedule TO") and filed with the Securities and Exchange Commission (the "SEC") by Purchaser and Parent, to purchase all of the issued and outstanding Shares of the Company, other than Shares owned by Parent and Purchaser, at a purchase price of $14.00 per Share to the seller in cash, without interest (such price per Share, or if increased, such higher price per Share, the "Offer Price"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 1, 2011 (as amended or supplemented from time to time, the "Offer to Purchase"), and in the related Letter of Transmittal (as amended or supplemented from time to time, the "Letter of Transmittal" and, together with the Offer to Purchase, the "Offer").

        Copies of the Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1) and (a)(2) hereto, respectively, and are incorporated herein by reference. Copies of these documents as well as this Statement may also be found on the Company's website at http://www.sfngroup.com.

        This Statement relates to the Offer, which is described in the Schedule TO and the Offer to Purchase. The initial expiration of the Offer is 5:00 p.m., New York City time, on August 29, 2011, subject to extension in certain circumstances as required or permitted by the Agreement and Plan of Merger, dated as of July 20, 2011 (the "Merger Agreement"), by and among the Company, Parent and Purchaser, and applicable law.

        The Offer is being made pursuant to the Merger Agreement. The Merger Agreement provides, among other things, for the making of the Offer by Purchaser and further provides that, following the completion of the Offer, upon the terms and subject to the conditions contained in the Merger Agreement, Purchaser will be merged with and into the Company with the Company continuing as the surviving corporation ("Surviving Corporation") and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each Share outstanding immediately prior to the Effective Time (other than (1) Shares owned directly or indirectly by Parent, Purchaser or the Company, which will be cancelled and will cease to

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exist, and (2) Shares owned by the Company's stockholders who perfect their appraisal rights under the relevant portions of the General Corporation Law of the State of Delaware (the "DGCL")) will be converted into the right to receive $14.00 per Share (or any other per Share price paid in the Offer) in cash, without interest, and subject to any required withholding taxes (the "Merger Consideration"). A copy of the Merger Agreement is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

        The Offer to Purchase states that the address of the principal executive offices of Parent and Purchaser is 60 Harvard Mill Square, Wakefield, Massachusetts 01880, and the telephone number at such offices is (781) 213-1500. Each of Parent and Purchaser are affiliates of Randstad Holding nv, a limited liability company ( naamloze vennootschap ) organized under the laws of the Netherlands ("Randstad").

Item 3.    Past Contacts, Transactions, Negotiations and Agreements.

        Except as set forth in this Item 3, or in the Information Statement of the Company that is attached to this Statement as Annex B and incorporated herein by reference (the "Information Statement"), or as otherwise incorporated by reference herein, there are no material agreements, arrangements or understandings or any actual or potential conflicts of interests between the Company or its affiliates and (1) the Company's Named Executive Officers (as defined below), directors or affiliates or (2) Parent, Purchaser or their respective executive officers, directors or affiliates. The Information Statement is being furnished to the Company's stockholders pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1 under the Exchange Act, in connection with Purchaser's right, pursuant to the Merger Agreement and after acceptance of the Shares in the Offer, to designate persons to the Company's board of directors (the "Board") other than at a meeting of the Company's stockholders.

Arrangements with Current Named Executive Officers and Directors of the Company

        Certain agreements, arrangements or understandings between the Company and its Named Executive Officers and directors are described in the Information Statement.

        As described below, consummation of the Offer will constitute a change in control of the Company for purposes of determining the entitlements due to certain directors and Named Executive Officers of the Company under certain severance and other benefit agreements or arrangements.

        Interests of Certain Persons.     Certain members of management and the Board may be deemed to have interests in the transactions contemplated by the Merger Agreement that are different from or in addition to their interests as Company stockholders generally. The Board was aware of these interests and considered them, among other matters, in approving the Merger Agreement and the transactions contemplated thereby.

        Cash Consideration Payable to Named Executive Officers and Directors Pursuant to the Offer and the Merger.     If any of the Company's directors and Named Executive Officers were to tender Shares that such director or officer owns for purchase pursuant to the Offer, such director or officer would receive the same per Share Merger Consideration on the same terms and conditions as the Company's other tendering stockholders.

        As of July 19, 2011, the Company's directors and current Named Executive Officers collectively owned approximately 1,863,524 Shares (including Shares held pursuant to the Spherion Corporation Deferred Compensation Plan (the "Deferred Compensation Plan")), 180,092 Deferred Stock Units and 1,977,175 Restricted Stock Units. If, at the time of acceptance for payment of Shares pursuant to the Offer (the "Acceptance Time") the Company's directors and Named Executive Officers were to tender all of their Shares (including Shares held pursuant to the Deferred Compensation Plan) for purchase pursuant to the Offer and those Shares were accepted for purchase and purchased by Purchaser at the

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Offer Price, the Company's directors and Named Executive Officers would receive an aggregate of approximately $26,089,338 in cash, without interest, and less any required withholding taxes.

        Pursuant to the terms of the Merger Agreement, at the Acceptance Time, each outstanding Deferred Stock Unit and each outstanding Restricted Stock Unit (including any such awards that were earned based on the satisfaction of performance objectives, but which have not yet been issued) will become fully vested and nonforfeitable; provided that any awards containing performance goals that relate to periods ending on or after the date of the Merger Agreement will be deemed to be achieved at the maximum performance level (together, the "Company Equity Awards"). Each Company Equity Award will be cancelled at the Effective Time and will thereafter represent only the right to receive an amount in cash, without interest, equal to the Merger Consideration, less any taxes required to be withheld in accordance with the Merger Agreement. If, at the Effective Time, each Company Equity Award, if any, held by the Company's directors and Named Executive Officers were converted into the right to receive the Merger Consideration, the Company's directors and Named Executive Officers would receive an aggregate of approximately $30,201,738 in cash, without interest, less any required withholding taxes.

        Pursuant to the terms of the Merger Agreement, at the Acceptance Time, each outstanding and unexercised option to purchase Shares granted under any Company Stock Plan ("Company Stock Options") will become fully vested and exercisable. Each Company Stock Option will be cancelled at the Effective Time and will thereafter represent only the right to receive an amount in cash (the "Option Consideration"), if any, without interest, equal to the product of (1)(a) the aggregate number of Shares subject to such Company Stock Option, multiplied by (b) the excess, if any, of the Merger Consideration over the per Share exercise price under such Company Stock Option, less (2) any taxes required to be withheld in accordance with the Merger Agreement.

        As of July 19, 2011, the Company's directors and current Named Executive Officers collectively owned Company Stock Options to purchase 2,623,131 Shares, with exercise prices ranging from $1.40 per Share to $11.60 per Share. If, at the Effective Time, each Company Stock Option, if any, held by the Company's directors and Named Executive Officers were converted into the right to receive the Option Consideration, the Company's directors and Named Executive Officers would receive an aggregate of approximately $18,827,030 in cash, without interest, less any required withholding taxes.

        The foregoing summary is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference, and the equity incentive plans of the Company, which are filed as Exhibits (e)(3), (e)(5), (e)(6), (e)(8), (e)(14) through (e)(20), (e)(25), (e)(29), (e)(32), (e)(33), (e)(46), (e)(47), (e)(51) and (e)(52) hereto and are incorporated herein by reference.

        Summary of Cash Consideration Payable to Directors and Named Executive Officers.     The following table sets forth, as of July 19, 2011, for each of the Company's current directors and Named Executive Officers, the cash consideration that such individual would receive if: (1) such director or Named Executive Officer were to tender all of the Shares (including Shares held pursuant to the Deferred Compensation Plan) that he or she owns in connection with the Offer; (2) all Deferred Stock Units held by such director or Named Executive Officer were converted into the right to receive the Merger Consideration at the Effective Time; (3) all Restricted Stock Units held by such Named Executive Officer for which vesting accelerates upon a change in control were converted into the right to receive the Merger Consideration at the Effective Time; and (4) any Company Stock Options held by such

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director or Named Executive Officer were, at the Effective Time, converted into the right to the receive the Option Consideration.

        Potential Payments Upon Change in Control.     See "Item 8. Additional Information—Information Regarding Golden Parachute Compensation" below.

        Effect of the Offer on Directors' and Officers' Indemnification and Insurance.     Pursuant to the Merger Agreement, Parent has agreed, for six years following the Effective Time, to indemnify, defend and hold harmless the current and former directors and officers of the Company and its subsidiaries against any and all losses, claims, damages, liabilities, fees, costs or expenses (including reasonable attorney's fees and costs of investigation), judgments and fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time. Parent has also agreed that the indemnification provisions set forth in the certificate of incorporation and bylaws of the

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Company in effect on the date of the Merger Agreement, or pursuant to any other contracts in effect on the date of the Merger Agreement, will not be amended, repealed or otherwise modified for six years from the Effective Time.

        Pursuant to the Merger Agreement, Parent also has agreed that it will cause to be maintained in effect, for a period of six years following the Effective Time, if available, the current policies of directors' and officers' liability insurance maintained by the Company immediately prior to the Effective Time (provided that the Surviving Corporation may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its subsidiaries when compared to the insurance maintained by the Company as of the date of the Merger Agreement), or obtain as of the Effective Time "tail" insurance policies with a claims period of six years from the Effective Time with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its subsidiaries, in each case with respect to claims arising out of or relating to events that occurred before or at the Effective Time (including in connection with the transactions contemplated by the Merger Agreement), provided that in no event will the Surviving Corporation be required to expend an annual premium for such coverage in excess of 250% of the last annual premium paid by the Company for such insurance prior to the date of the Merger Agreement, and if the annual payments for such coverage exceeds such 250% amount, the Surviving Corporation will obtain, and the Parent will cause the Surviving Corporation to obtain, a policy with the greatest coverage available for such 250% amount.

        The foregoing summary is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

Arrangements with Parent and Purchaser

        In connection with the transactions contemplated by the Merger, the Company, Parent and Purchaser entered into the Merger Agreement, Randstad entered into the Guarantee (as defined below) and the Company and Randstad entered into the Confidentiality Agreements (as defined below).

        The Merger Agreement.     The summary of the material terms of the Merger Agreement set forth under the heading "Section 11—'The Transaction Agreements—Merger Agreement"' in the Offer to Purchase and the description of the conditions of the Offer set forth under the heading "Section 15—'Conditions of the Offer"' in the Offer to Purchase are incorporated by reference herein. The summary of the Merger Agreement contained in the Offer to Purchase is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit (e)(1) hereto and is incorporated herein by reference.

        Guarantee.     Concurrent with the execution of the Merger Agreement, Randstad entered into a guarantee in favor of the Company (the "Guarantee") guaranteeing, subject to the terms and conditions of the Guarantee, the due and punctual observance, payment, performance and discharge of the obligations of Parent and Purchaser pursuant to the Merger Agreement. The summary of the material terms of the Guarantee set forth under the heading "Section 11—'The Transaction Agreements—Guarantee"' in the Offer to Purchase is incorporated by reference herein. The summary of the Guarantee contained in the Offer to Purchase is qualified in its entirety by reference to the Guarantee, a copy of which is filed as Exhibit (e)(2) hereto and is incorporated herein by reference.

        Confidentiality Agreements.     Each of the Company and Randstad entered into a confidentiality agreement (collectively, the "Confidentiality Agreements") in June 2011 in connection with the consideration of a possible negotiated transaction involving the Company. Pursuant to the Confidentiality Agreements, each of the Company and Randstad agreed that the other party's

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non-public information would be kept confidential and would not be used other than in connection with the Evaluation (as defined in each Confidentiality Agreement). The foregoing summary is qualified in its entirety by reference to the Confidentiality Agreements, which are filed as Exhibits (e)(54) and (e)(55) hereto and are incorporated herein by reference.

Item 4.    The Solicitation or Recommendation.

Solicitation/Recommendation

        The Board, during a meeting held on July 20, 2011, by unanimous vote determined that the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, are substantively and procedurally fair to and in the best interests of the Company and its unaffiliated stockholders and approved the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, on the terms and subject to the conditions set forth therein.

         Accordingly, the Board recommends that the holders of the Shares accept the Offer and tender their Shares pursuant to the Offer, and, if applicable, vote in favor of the approval of the Merger and adoption of the Merger Agreement.

        Other than the recommendations of the Board set forth herein, to the Company's knowledge, none of the Company's executive officers, directors or affiliates has made a recommendation, in their individual capacities, either in support of or opposed to the Offer and the Merger.

Background of the Offer and Merger and Reasons for the Recommendation

Background of the Offer and Merger

        The Board regularly reviews and evaluates the Company's business strategy and available strategic alternatives as part of its ongoing efforts to enhance stockholder value. As part of these reviews and evaluations, the Board and management on various occasions have received informal advice from outside financial advisors and have periodically considered transactions aimed at enhancing stockholder value, including strategic acquisitions, recapitalizations, share repurchases or a potential sale of all or a portion of the Company.

        The Company and Randstad have had a variety of commercial dealings for a number of years, including serving as subcontractors to each other in connection with servicing various client relationships. In addition, as discussed below, Randstad indicated that it had been interested in pursuing a strategic transaction with the Company at various times prior to the discussion that led to the Offer and Merger dating back to 2006.

        As part of the Board's and management's ongoing oversight and planning, in May 2008, the Company engaged a financial advisor, Goldman, Sachs & Co., to assist in evaluating strategic alternatives that might be available to the Company at that time. The result of this review was a decision in September 2008 to market the Company's commercial staffing business for sale so that the Company could focus on professional staffing. Over the next four months, Goldman, Sachs & Co. contacted five parties to gauge interest in the Company's commercial staffing business. Two parties expressed an interest in pursuing an acquisition of that business, but the Company was unable to come to an agreement for a transaction on acceptable terms with either party. The Company then determined to end that process, and the Board and management focused on managing the business through the ongoing economic downturn.

        While attending an industry event in February 2011, the Company's Chief Executive Officer, Mr. Roy G. Krause, met briefly with Randstad's President—North America, Mr. Greg Netland. During his meeting with Mr. Netland, Mr. Krause discussed having a follow-up meeting so that their companies could continue to get better acquainted with each other.

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        On May 9, 2011, Mr. Krause met with Mr. Netland and Randstad's Chief Executive Officer and Chairman of the Executive Board, Mr. Ben Noteboom. At that meeting, Mr. Netland and Mr. Noteboom expressed an interest in pursuing an acquisition of the Company. Mr. Noteboom indicated Randstad would not participate in an auction, but rather would require an exclusivity period. Mr. Noteboom then stated that Randstad had been reviewing a possible business combination transaction with the Company since the beginning of 2011. He further indicated that Randstad had considered making a proposal to acquire the Company at various times since 2006 and that Randstad was ready to move quickly toward a potential acquisition of the Company that would not involve any financing contingencies. Mr. Krause indicated that, while the Company was not for sale at that time, he would report Randstad's interest in the Company at the next regularly scheduled Board meeting to be held on May 17, 2011.

        Prior to that Board meeting, Mr. Krause updated various members of the Board regarding Randstad's interest in the Company.

        On May 16, 2011, Mr. Krause spoke with Mr. Netland and expressed concerns about the timing of Randstad's interest because it appeared, based on recent trading prices of the Company's stock, that Randstad was being opportunistic. Mr. Netland indicated to Mr. Krause that Randstad had been evaluating the possibility of a transaction with the Company for several months.

        At the Company's regularly scheduled May 17, 2011 Board meeting, the Company and its financial advisor, Foros, reviewed the Company's three-year strategic plan and financial performance with the Board. The Board also considered the Company's recent operating performance, the general economic climate and whether it was an opportune time to explore a potential strategic transaction. The Board also discussed the fragmentation of the staffing business and the extent to which the Company was continuing to have difficulties finding acquisition opportunities that would enable the Company to better compete for business with customers seeking to consolidate their staffing services purchases with a single provider or with a small number of providers. The Board also considered what potential parties might be interested in a strategic transaction with the Company. Given the Company's prior experience with pursuing a potential sale of the Company's commercial staffing business, the Board determined that (1) interest in a strategic transaction with the Company would likely be limited because of its exposure to the commercial staffing business, and (2) Randstad was one of the most likely parties to have an interest in pursuing, and the ability to complete, a strategic transaction with the Company. The Board directed management to engage in further discussions with Randstad regarding a possible strategic transaction, with an emphasis on determining Randstad's valuation of the Company.

        Following that Board meeting, on May 18, 2011, Mr. Krause discussed the Board's views with Mr. Noteboom and Mr. Netland, specifically informing them that the Board was interested in understanding Randstad's valuation of the Company. On May 21, 2011, Mr. Noteboom indicated to Mr. Krause that Randstad's preliminary valuation of the Company was in the range of $13.00 to $15.00 per share and that he would be providing the Company with a written indication of interest. Mr. Krause communicated that he was disappointed that Randstad had offered such a wide valuation range and urged Randstad to increase its valuation of the Company. Following this call, Randstad provided the Company with a non-binding written indication of interest in acquiring the Company at a price of between $13.00 and $15.00 per share in cash for all of the outstanding equity of the Company. The letter further indicated that Randstad expected to complete customary due diligence and negotiate a mutually satisfactory definitive agreement within an accelerated time frame. The proposed transaction would not be subject to any financing contingencies. The proposal stated that it would remain in effect until 5:00 p.m., Eastern time, on May 31, 2011, and would be withdrawn if disclosed to any party other than management, the Board or their advisors. The indication of interest also indicated that Randstad was prepared to dedicate the necessary resources to negotiate and complete a business combination transaction on an exclusive basis but that it was not willing to participate in a broader auction process.

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        Following the Company's receipt of Randstad's indication of interest, the Company's management, after consultation with the Board, instructed Foros to contact Randstad's financial advisor, Bank of America Merrill Lynch ("BofA Merrill Lynch"), and indicate that Randstad would need to refine its proposal to provide a more specific valuation of the Company. On May 25, 2011, Foros contacted BofA Merrill Lynch, urging Randstad to increase its valuation of the Company and indicating that Randstad would need to provide a specific price proposal in order for the Board to continue considering a possible transaction. In the course of these discussions, BofA Merrill Lynch indicated that Randstad was not willing to further refine its proposal without conducting more detailed due diligence on the Company. Foros then asked BofA Merrill Lynch to provide a list of requested diligence items. Also on May 25, 2011, BofA Merrill Lynch provided Foros with a list of key diligence items, but offered no changes to Randstad's indicated valuation of the Company. BofA Merrill Lynch further indicated that Randstad expected that the exclusivity period referenced in the indication of interest would last 30 days and that Randstad would be prepared to consummate a transaction at the end of that period.

        On May 26, 2011, the Company's Executive Vice President and Chief Operating Officer, Mr. William J. Grubbs, met with the chief executive officer of Company B, a potential strategic buyer that had previously expressed an interest in pursuing a transaction with the Company. During the course of this meeting, Mr. Grubbs and the chief executive officer of Company B discussed scheduling a follow-up meeting with Mr. Krause in the event Company B was interested in moving forward.

        Mr. Krause called Mr. Noteboom on May 26, 2011 and indicated the Board would further discuss Randstad's indication of interest at a meeting on May 27, 2011. Mr. Krause again urged Randstad to increase its valuation of the Company and also communicated his concerns regarding whether or not the Board would approve moving forward with discussions without more specificity around pricing.

        The Board met on May 27, 2011 to discuss Randstad's indication of interest, with representatives from Foros and Jones Day, the Company's outside legal counsel, in attendance. Following a discussion of the Board's fiduciary duties generally and in particular in connection with a potential business combination transaction such as that proposed by Randstad, management and Foros updated the Board on the status of the Company's review of strategic alternatives. Foros also reviewed with the Board information regarding Randstad and its proposal, as well as a preliminary financial overview of the Company:

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The Board observed that the estimated ranges of potential values for possible business combination transactions with two other parties with which Company management had had previous discussions, Company A and Company B, were likely lower than the range of immediate stockholder value presented by Randstad's offer. The Board focused on the certainty of immediate value provided by all cash consideration as compared to the potential and more uncertain value offered by future stock price appreciation that likely would not be realized for a number of years in the case of a stock-for-stock merger.



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The Board discussed the possibility that the Company's 2011 revenue growth and financial performance could fall short of management's expectations, particularly given the economically cyclical nature of the Company's business and the uncertainties in the global macroeconomic environment.



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The Board and Foros discussed the limited number of other strategic buyers who might have an interest in acquiring the Company. In addition, the Board and Foros discussed the merits of involving financial buyers in the process, noting that any interested financial buyers would likely value the Company at lower potential purchase prices than the range proposed by Randstad, given their equity return criteria and the amount of leverage the Company could likely support. In discussing other potential strategic buyers, including Company A and Company B, the Board noted again the expected lack of interest in the Company's commercial staffing business in light of the Company's prior experience pursuing a sale of that business.

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The Board also discussed the potential for disruptions to the Company's business should discussions with Randstad be leaked or publicly announced and the potential that would have of deterring Randstad from proceeding further in the discussions.

        After extensive discussions, the Board determined to proceed with negotiations with Randstad on the condition that an acceptable confidentiality agreement, including a customary standstill obligation, be entered into with Randstad. In addition, the Board instructed management to further evaluate the potential for business combinations. The Board determined that, on balance, the remote possibility that a more extensive market check might result in a superior offer was not sufficient to mitigate the risk that such a market check could result in a disruption in the possibility of proceeding with Randstad—the party that the Board viewed as most likely to be interested and able to complete a transaction with the Company. As a result, the Board determined not to pursue a more extensive market check. The Board also approved allowing Randstad to conduct initial due diligence for the purpose of improving and refining its interest to a more specific price proposal.

        On May 28, 2011, Mr. Krause called Mr. Noteboom to inform him of the Board's decision at the May 27, 2011 meeting to approve initial due diligence in order to improve Randstad's valuation of the Company and to facilitate Randstad's provision of a specific offer price.

        On May 31, 2011, Jones Day provided an initial draft of a confidentiality and standstill agreement to Dechert LLP ("Dechert"), counsel to Randstad. After negotiating the terms of this agreement, the Company entered into a confidentiality and standstill agreement with Randstad on June 7, 2011. The confidentiality and standstill agreement includes a prohibition on Randstad purchasing the Company's securities, or taking other actions of the type typically found in a "standstill" agreement, for a period of one year after written termination by either party of discussions with respect to a potential transaction, except that such prohibitions would be terminated if the Company entered into a definitive agreement pursuant to which a third party agrees to acquire more than 50% of the Company's securities, or assets, indebtedness or businesses, and Randstad was not given the opportunity to participate in the sale process which resulted in such definitive agreement. In anticipation of the possibility that Randstad would also provide confidential information to the Company, on June 9, 2011, the Company and Randstad also entered into a separate confidentiality agreement pursuant to which the Company agreed to maintain the confidentiality of Randstad's non-public information.

        On June 10, 2011, Mr. Krause and the Company's Executive Vice President and Chief Financial Officer, Mr. Mark W. Smith, met with Mr. Noteboom, Mr. Netland and Randstad's Chief Financial Officer and Vice Chairman of the Executive Board, Mr. Robert-Jan van de Kraats, to discuss various financial and other operational information requested by Randstad as necessary to refine its valuation range for the Company.

        On June 13, 2011, Mr. Krause met with the chief executive officer of Company B and asked him to prepare a more developed proposal regarding a potential strategic transaction involving the Company in the event Company B continued to have interest in such a transaction. Also on June 13, 2011, the chief executive officer of Company A called Mr. Krause to further discuss the possibility of a potential business combination transaction. The chief executive officer of Company A indicated to Mr. Krause that any transaction involving Company A and the Company would need to take the form of a stock-for-stock merger and would require both valuing Company A at a significant premium to Company A's then current trading price and giving Company A control of the combined company's board of directors. Company A's requirements for a premium and control of the combined company in a merger of equals transaction significantly decreased the possibility of such a transaction.

        On June 16, 2011, Mr. Smith and Randstad's head of mergers and acquisitions, Mr. Nuno Almeida, met to further discuss certain financial diligence matters.

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        At a Board meeting on June 17, 2011, Mr. Krause updated the Board regarding Company management's meetings with Randstad on June 10, 2011 and June 16, 2011, indicating that he expected that Randstad would refine its level of interest in the Company. Mr. Krause also updated the Board regarding his discussions with Company A and Company B.

        On June 23, 2011, Mr. Noteboom contacted Mr. Krause and stated Randstad's further due diligence review of the Company was complete and, based on that review, Randstad was prepared to refine its valuation range to a specific offer price of $13.00 per share. Mr. Krause indicated that while he would discuss the matter with the Board, he would not support a transaction at that offer price and expected that the Board would not support further discussions if Randstad would not increase its price from $13.00 per share.

        On June 27, 2011, Mr. Noteboom again contacted Mr. Krause and indicated Randstad would be willing to proceed at a price of $13.50, and that such price was the highest Randstad could justify at the time. Mr. Krause indicated that while he would discuss the matter with the Board, he would not support, and did not believe the Board would support, further discussion at any price below $14.00 per share. Following informal discussions with various Board members, on June 28, 2011, Mr. Krause contacted Mr. Noteboom and advised him that the Company needed to know if Randstad would be willing to proceed at a price of $14.00 per share by noon on June 30, 2011. Foros also contacted BofA Merrill Lynch on June 29, 2011 to convey this message.

        On June 30, 2011, Mr. Noteboom called Mr. Krause and indicated that Randstad would be willing to proceed at a price of $14.00 per share and that a revised written indication of interest would be forthcoming. Mr. Noteboom asked to immediately begin detailed due diligence on an exclusive basis and stated that Randstad intended to complete a transaction no later than July 28, 2011, the date on which Randstad was scheduled to release its second quarter earnings. Mr. Krause informed Mr. Noteboom that the Company had scheduled a Board meeting for July 6, 2011 and that moving forward with detailed due diligence would not be appropriate until he was able to discuss the matter in more detail with the Board at that meeting.

        Also on June 30, 2011, the chief executive officer of Company B called Mr. Krause to inform him that Company B was not interested in pursuing a strategic transaction with the Company, in part because Company B was not interested in the Company's commercial staffing business.

        On July 1, 2011, Mr. Almeida contacted Mr. Smith and indicated that Randstad would have to commence detailed due diligence immediately in order to avoid the risk of delaying the transaction beyond July 28, 2011. Mr. Smith advised Mr. Almeida that the Company continued to believe that moving forward with detailed due diligence would not be appropriate until after the Board discussed the proposed transaction at its July 6, 2011 meeting.

        On July 4, 2011, Randstad provided the Company with a non-binding written indication of interest in acquiring the Company at a price of $14.00 per share in cash for all of the outstanding equity of the Company. The proposed transaction was not subject to any financing contingencies but was subject to completion of business, legal and accounting diligence. In addition, the letter included a binding exclusivity obligation expiring no earlier than August 1, 2011.

        The Board met on July 6, 2011 to discuss Randstad's indication of interest, with representatives from Foros and Jones Day in attendance. Following a discussion of the Board's fiduciary duties generally and in particular in connection with a potential business combination transaction with Randstad, Foros and management updated the Board on the status of discussions with Randstad, Company A and Company B. Management advised the Board that after further discussion with Company B, Company B had indicated it was not interested in pursuing a transaction with the Company, in part because Company B was not interested in the Company's commercial staffing business. Management and Foros also reviewed with the Board the potential for a business combination

10

transaction with Company A, which both deemed unlikely given Company A's expressed desire only for a stock-for-stock merger that would involve a significant premium to Company A's then current trading price and Company A's control of the combined company, neither of which was consistent with a merger of equals transaction.

        The Board and Foros then again discussed a preliminary financial overview of the Company and its strategic alternatives:

•

The Board again observed that the range of potential values associated with an alternative transaction with Company A was likely lower than that presented by Randstad's offer, particularly given the certainty of immediate value of the all cash consideration that Randstad would offer and in light of Company A's requirements for a transaction.



•

Management presented its then current expectations for second quarter 2011 financial results, and revenue expectations in particular, and the Board again discussed the potential public market reaction to the Company's revenue growth and the effect that might have on Randstad's continuing interest in pursuing a transaction with the Company generally and at $14.00 per share in particular.



•

The Board and Foros again discussed the limited number of other strategic buyers that might have an interest in the Company. In addition, the Board and Foros again reviewed the merits of involving financial buyers in the strategic review process.



•

The Board also had further discussions regarding the potential for disruptions in the Company's business should discussions with Randstad be leaked or publicly announced and the potential that would have of deterring Randstad from proceeding further in the discussions.

        Following extensive discussions, the Board instructed management to continue discussions with Randstad, but to resist Randstad's request for exclusivity while seeking to complete confirmatory due diligence and negotiate the terms of Randstad's best and final offer and the terms of a merger agreement as quickly as possible.

        Following the Board meeting, Mr. Krause informed Randstad that the Company was willing to proceed with diligence and the negotiation of definitive terms for Randstad's acquisition of the Company at a price of $14.00 per share in cash, but that the Company would not agree to Randstad's request for exclusivity. Later on the evening of July 6, 2011, the Company made available to Randstad a virtual data room containing certain of the Company's confidential information. The Company also began negotiation of additional agreements with Randstad and its advisors concerning the exchange of certain sensitive confidential information of the Company.

        Beginning July 7, 2011, members of Company management, including Mr. Smith; Mr. Grubbs; the Company's Vice President Legal and Corporate Secretary, Thad Florence; the Company's Senior Vice President and Chief Human Resources Officer, Mr. John D. Heins; the Company's Vice President of Information Technology and Chief Information Officer, Mr. Richard Harris; the Company's Senior Director of Tax, Mr. Randy Atkinson; the Company's Senior Vice President of Finance, Ms. Teri Miller; and the Company's Vice President of Application Development, Mr. Paul Tymchuk, began a series of diligence meetings with members of Randstad's management.

        On July 8, 2011, Jones Day received an initial draft of a merger agreement from Dechert. This draft provided for certain directors and principal stockholders of the Company to execute tender and voting agreements in support of the transaction, and contained a no-shop provision that prohibited the Company or its representatives from contacting others to solicit or encourage submission of a Takeover Proposal (as defined in the Merger Agreement) but permitted the Company to consider unsolicited Takeover Proposals that constituted or were reasonably expected to result in a Superior Proposal (as defined in the Merger Agreement). In the event that the Company terminated the merger agreement

11

to enter into another transaction, the Company would be required to pay to Parent a termination fee equal to 4% of the equity value of the transaction. This draft also contained customary representations and warranties and covenants of the parties.

        Because the Company and Randstad are competitors with respect to certain service offerings, the Company and Randstad sought advice of their respective legal counsel to ensure that the provision of information to Randstad in connection with Randstad's due diligence was in compliance with applicable competition laws. To this end, on July 11, 2011, the Company and Randstad entered into an Agreement with Respect to Review of Sensitive Information, which agreement established procedures pursuant to which certain information considered to be competitively sensitive would be provided to and reviewed by counsel to Randstad, rather than Randstad itself, and information regarding the same would be provided to Randstad only in summary or redacted form in consultation with antitrust counsel for the Company and Randstad. Dechert, as counsel to Randstad, executed an acknowledgment of such agreement. Also on July 11, 2011, Ernst & Young LLP, which had been engaged by Randstad to assist with Randstad's due diligence, executed a similar agreement with Randstad and the Company.

        On July 12, 2011, Randstad's Managing Director, Group Business Control, Strategy and Mergers and Acquisitions, Mr. Han Kolff, and Mr. Almeida met with Mr. Grubbs and Mr. Smith to discuss the Company's projected second quarter financial results.

        Also on July 12, 2011, Jones Day provided Dechert with a revised merger agreement. This draft eliminated the concept of tender and voting agreements, and added the requirement that Randstad guarantee the obligations of Parent and Purchaser under the merger agreement. The no-shop provision of the initial draft was replaced with a 21-day go-shop provision during which the Company could actively seek out alternative Takeover Proposals, following which a no-shop period would go into effect. The revised draft also added a broad fiduciary out for the Company to permit the Board to terminate the agreement in compliance with its fiduciary duties even in the absence of receipt of a Superior Proposal, and the termination provisions were revised to provide for a $20,000,000 termination fee generally, and a $7,500,000 termination fee in the event of terminations by the Company to accept Takeover Proposals received during the go-shop period.

        On July 13, 2011, Mr. Krause had extensive discussions with Mr. Netland regarding Randstad's concern about the proposed purchase price as a result of its diligence review and the Company's proposed revisions to the terms of the draft merger agreement. Following these discussions, Mr. Noteboom indicated to Mr. Krause that Randstad was willing to proceed at a purchase price of $14.00 only if there were no go-shop provision, and only if certain members of management and the Board entered into tender and voting agreements in support of the transaction and the merger agreement provided for a $27,000,000 termination fee generally. In addition, Randstad indicated that it desired to enter into a merger agreement no later than July 22, 2011, and that the terms of the revised merger agreement that would shortly be transmitted to the Company would reflect Randstad's best and final offer.

        On July 14, 2011, Jones Day received a revised merger agreement from Dechert. This revised draft reinstated the concept of tender and voting agreements, eliminated the go-shop provision and certain of the Board's fiduciary out rights and included a single termination fee of $27,000,000.

        On July 15, 2011, the Board met with Jones Day and Foros in attendance to discuss the possible transaction with Randstad and the latest terms of the merger agreement. The Board instructed management to continue with negotiations but to resist Randstad's request for tender and voting agreements from management and the Board and retain broad fiduciary out rights.

        On July 16, 2011, Jones Day sent a revised merger agreement to Dechert. The concept of tender and voting agreements was once again removed and the Board's broad fiduciary out rights were again inserted.

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        On July 18, 2011, Dechert sent a revised merger agreement to Jones Day. On the same day, Mr. Noteboom contacted Mr. Krause stating that the merger agreement would reflect Randstad's best and final offer, and if not acceptable to the Company, Randstad would withdraw the offer.

        The Board met on July 19, 2011 to further discuss the possible transaction with Randstad, with representatives from Foros and Jones Day in attendance. Following a discussion of the Board's fiduciary duties generally and in particular in connection with the proposed business combination transaction with Randstad, Foros and management updated the Board on the status of discussions with Randstad and the terms of the merger agreement. The Board was advised that the negotiation and preparation of the merger agreement should be substantially completed in time for its presentation to the Board at its meeting scheduled for the following day.

        Negotiations of the merger agreement continued between Jones Day and Dechert on the remaining open terms of the merger agreement. In particular, Randstad expressed concern over Mr. Krause's potential severance terms following a change in control of the Company. On the morning of July 20, 2011, Mr. Krause met with Mr. Noteboom and Mr. Netland and agreed to fix the amount of his severance and reduce certain other post-termination benefits he might be entitled to under the terms of his existing change in control agreement with the Company.

        In the afternoon of July 20, 2011, the Board met again with Jones Day and Foros in attendance. At the Board meeting:

•

Mr. Krause reported to the Board on the status of negotiations on the merger agreement and the proposed terms and conditions of the merger.



•

Jones Day reviewed with the Board its fiduciary duties in general and in the context of the proposed transaction with Randstad in particular.



•

Jones Day reviewed with the Board in detail the material terms and conditions of the merger agreement, including conditions and termination rights as well as termination fees applicable in certain situations and the potential timing of the closing of the proposed transaction.



•

Foros reviewed with the Board its financial analysis of the Offer Price payable to the holders of Shares and delivered to the Board its oral opinion, which was confirmed by delivery of a written opinion dated July 20, 2011, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Offer Price payable to the holders of Shares in the Offer and Merger, was fair, from a financial point of view, to such holders.



•

Mr. Krause discussed in detail the terms of the proposed changes to his employment agreement and terms of his severance and benefits upon a change in control, noting that he was in agreement with such changes and that such changes would take effect only upon the closing of a transaction with Randstad.

        Following those reports and discussions, the Board unanimously determined that the Offer, the Merger and the other transactions contemplated by the Merger Agreement were advisable, fair to and in the best interests of the Company and its stockholders. The Board approved the Merger Agreement and the Guarantee, and authorized Mr. Krause and Mr. Smith to execute the Merger Agreement and the Guarantee and to take such further actions as they reasonably determined were necessary to consummate the transactions contemplated thereby. The Board also approved the proposed changes to Mr. Krause's employment arrangements and Amendment No. 9 to the Company's Rights Agreement with the Bank of New York Mellon, as Rights Agent, and authorized the making of appropriate regulatory filings with the SEC and other governmental bodies as required.

        Following the Board meeting, the parties executed the Merger Agreement and the Guarantee and the transaction was publicly announced.

13

Reasons for the Recommendation of the Board of Directors

        In evaluating the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, the Board consulted with the Company's senior management, Foros and Jones Day. In the course of reaching its unanimous decision to approve and declare advisable the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and to recommend that the Company's stockholders accept the Offer, tender their Shares to Purchaser pursuant to the Offer and approve and adopt the Merger Agreement, the Board considered numerous factors, including the following material factors and benefits of the Offer and the Merger, each of which the Board believed supported its determination and recommendation.

1.

Offer Price in Relation to Recent Trading Prices . The Board considered the relationship of the Offer Price to the recent market prices of the Shares. The Offer Price of $14.00 per Share represents a 52% premium over the closing price of the Shares on July 20, 2011 ($9.22), the last trading day before the Company signed the Merger Agreement and a 48% premium over the weighted average closing price of the Shares over the 30 trading days ended on July 20, 2010 ($9.47).



2.

Strategic Alternatives . The Board considered its belief that the value offered to stockholders in the Offer and the Merger was more favorable to the Company's stockholders than the potential value that might have resulted to the Company's stockholders from a range of strategic alternatives evaluated over the past several years by the Board, with the assistance of Company senior management and its advisors, including (1) remaining an independent company and (2) potential external growth through acquisition, in each case taking into account the potential benefits, risks and uncertainties associated with those other alternatives. The Board also considered the likelihood of another financial or strategic buyer being willing to pursue a transaction with the Company and concluded, based upon its history of exploring strategic alternatives to enhance stockholder value and the Company's efforts immediately preceding and following Randstad's initial indication of interest, that an offer more favorable to the Company's stockholders likely would not be forthcoming. The Board also noted that (as discussed below) the terms of the Merger Agreement permit the Board to consider alternative proposals and to terminate the Merger Agreement and enter into an agreement with a third-party to accept a Superior Proposal.



3.

Company's Business and Financial Condition and Prospects . The Board's familiarity with the current and historical financial condition, results of operations, business strategy, competitive position, properties, assets and prospects of the Company, and the certainty of realizing in cash a compelling value for Shares in the Offer and the Merger compared to the risks and uncertainties associated with the operation of the Company's business (including the risk factors set forth in the Company's Annual Report on Form 10-K for the year ended December 26, 2010).



4.

Cash Tender Offer; Certainty of Value . The Board considered the form of consideration to be paid to holders of Shares in the Offer and the Merger and the certainty of value of such cash consideration. The Board also considered that, while the consummation of the Offer gives the stockholders the opportunity to realize a premium over the prices at which the Shares were traded prior to the public announcement of the Merger Agreement on July 20, 2011, tendering in the Offer would eliminate the opportunity for stockholders to participate in the future growth and profits of the Company.



5.

Timing of Completion . The Board considered the anticipated timing of the consummation of the transactions contemplated by the Merger Agreement, and the structure of the transaction as a tender offer for all Shares, which should allow stockholders to receive the transaction consideration in a relatively short time frame, followed by the Merger in which stockholders

14

(other than Parent, Purchaser and stockholders who perfect their appraisal rights under the DGCL) would receive the same consideration as received by stockholders who tender their Shares in the Offer. The Board also considered the business reputation and the substantial financial resources of Randstad and, by extension, Parent and Purchaser, which the Board believed supported the conclusion that an acquisition transaction with Parent and Purchaser could be completed relatively quickly and in an orderly manner.

6.

Opinion of Financial Advisor . The Board considered the opinion and related financial analyses of Foros, dated July 20, 2011, to the Board as to the fairness, from a financial point of view and as of the date of the opinion, of the Offer Price to be paid in the Offer and the Merger to holders of Shares, as more fully described below under "—Opinion of the Board of Directors' Financial Advisor." Holders of Shares are encouraged to read the opinion, as set forth in Annex A hereto and incorporated herein by reference, carefully in its entirety.



7.

Terms of the Merger Agreement . The Board reviewed, considered and discussed with the Company's management and outside advisors the terms and conditions of the Merger Agreement. The Board believed that, as a whole, the provisions of the Merger Agreement were in the best interests of the Company and the Company's stockholders. In particular:



•

No Financing Condition.   The Board considered the representation of Parent that it will have available sufficient funds to satisfy its obligations to cause Purchaser to purchase and pay for Shares pursuant to the Offer and to cause the Surviving Corporation to pay the aggregate Merger Consideration, and the fact that the Offer is not subject to a financing condition. The Board further considered Parent's obligation to reimburse the Company's expenses actually incurred on or prior to the termination date in the event that Parent or Purchaser breaches or fails to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, is unable to or fails to cure such breach or failure to perform, and such breach of failure to perform would reasonably be expected to prevent, materially impede or materially delay the consummation of the Offer or the Merger.



•

Guarantee of Parent/Purchaser Affiliate.   The Board considered the fact that Randstad, an affiliate of Parent with assets substantially in excess of €6 billion, has guaranteed the obligations of Parent and Purchaser under the Merger Agreement.



•

Ability to Respond to Certain Unsolicited Takeover Proposals.   The Board considered the fact that the Merger Agreement, while prohibiting the Company, its subsidiaries and its representatives from, directly or indirectly, (1) soliciting, initiating or knowingly encouraging the submission or making of any inquiries, proposals or offers that constitute or would reasonably be expected to lead to a Takeover Proposal, or (2) conducting, engaging or otherwise participating with any third party in any discussions or negotiations concerning, or furnishing any non-public information or data to any third party in connection with, a Takeover Proposal, and while prohibiting the Board from (a) approving or recommending, or publicly proposing to approve or recommend, any Takeover Proposal; (b) granting any waiver, amendment or release under any standstill or confidentiality agreement; (c) causing or permitting the Company or any of its subsidiaries to enter into any agreement in principle, letter of intent, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or similar agreement with respect to any Takeover Proposal; or (d) failing to make, withdrawing, amending, modifying or materially qualifying in a manner adverse to Parent or Purchaser, or making any public statement inconsistent with, the Board's recommendation, the Merger Agreement does permit the Company, in response to an unsolicited Takeover Proposal received from a

15

third party after the date of the Merger Agreement and before the consummation of the Offer, which did not result from a breach of the foregoing prohibitions, to furnish information regarding the Company and to participate in negotiations regarding such Takeover Proposal, assuming (i) the Board determines in good faith, after consultation with outside legal counsel and its financial advisor, that such Takeover Proposal constitutes or is reasonably expected to result in a Superior Proposal and (ii) after consultation with its outside legal counsel, the Board determines in good faith that failure to take such action would reasonably be expected to cause the Board to be in breach of its fiduciary duties. In addition, the Board considered that the Board may withdraw, modify or amend the recommendation of the Board and terminate the Merger Agreement if the Board determines, after consultation with outside legal counsel, that the failure to effect any such withdrawal, modification or amendment would reasonably be expected to cause the Board to be in breach of its fiduciary duties under applicable law.

•

Change in Recommendation/Termination Right to Accept Superior Proposals.   The Board considered the provisions in the Merger Agreement that provide for the ability of the Board (1) to withdraw, modify or change in a manner adverse to Parent and Purchaser, the recommendation of the Board to the Company's stockholders that they accept the Offer, tender their Shares to Purchaser pursuant to the Offer and, if required by the DGCL, vote their Shares in favor of the approval of the Merger and of the adoption of the Merger Agreement, and/or (2) to terminate the Merger Agreement, in each case if certain conditions are satisfied, including: (a) the Company has received an unsolicited Takeover Proposal that the Board concludes in good faith, after consultation with outside legal counsel and its financial advisor, constitutes or is reasonably expected to result in a Superior Proposal; (b) at least four business days' prior written notice has been given to Parent and Purchaser of the Board's intent to take such action; (c) the Company, during the notice period, has negotiated with Parent in good faith to make such adjustments in the terms and conditions of the Merger Agreement so that the Takeover Proposal ceases to be a Superior Proposal; and (d) if the Company terminates the Merger Agreement, the Company pays the termination fee and, in certain circumstances, expenses of Parent.



•

Termination Fee.   The Board considered the termination fee of $27,000,000 and reimbursement of Parent's expenses actually incurred on or prior to the termination date that could become payable pursuant to the Merger Agreement under certain circumstances, including upon termination of the Merger Agreement to accept a Superior Proposal. The Board considered Parent's insistence as a condition to its offer that the Company would be obligated to pay this termination fee and expense reimbursement, under certain circumstances, and the potential effect of such termination fee in deterring other potential acquirers from proposing alternative transactions in light of and in conjunction with other terms and the strategic alternatives available to the Company.



•

Extension of Offer Period.   The Board considered the fact that the Merger Agreement provides that, under certain circumstances, Purchaser would be required to extend the Offer beyond the initial expiration date of the Offer if certain conditions to the consummation of the Offer are not satisfied as of the initial expiration date of the Offer or, if applicable, certain subsequent expiration dates.



•

Conditions to the Consummation of the Offer and the Merger; Likelihood of Closing.   The Board considered the reasonable likelihood of the consummation of the transactions contemplated by the Merger Agreement in light of the conditions in the Merger

16

Agreement to the obligations of Purchaser to accept for payment and pay for the Shares tendered pursuant to the Offer. The Board further considered the fact that, if the Merger is not completed, the Company's officers and other employees will have expended extensive time and effort attempting to complete the transaction and will have experienced significant distractions from their work during the pendency of the transaction. The Board further considered the fact that, if the Merger is not completed, the market's perception of the Company's continuing business could potentially result in a loss of customers and employees.

•

Short Form Merger.   The Board took into account that the Merger Agreement grants Parent, through Purchaser, the right, if the Offer is successful, to purchase, under certain circumstances, enough authorized but unissued Shares to achieve the 90% threshold required to effect a "short form" merger to acquire the remaining equity of the Company pursuant to Section 253 of the DGCL, without further approval of the Board or stockholders.



•

Appraisal Rights.   The Board considered the availability of appraisal rights with respect to the Merger for Company stockholders who properly exercise their rights under the DGCL, which would give these stockholders the ability to seek and be paid a judicially determined appraisal of the "fair value" of their Shares at the completion of the Merger.



•

Pre-Closing Covenants.   The Board considered that, under the terms of the Merger Agreement, the Company has agreed that it will carry on its business in the ordinary course of business consistent with past practice and, subject to specified exceptions, that the Company will not take a number of actions related to the conduct of its business without the prior written consent of Parent. The Board further considered that these terms may limit the ability of the Company to pursue business opportunities that it might otherwise pursue.



•

Tax Treatment.   The Board considered that the consideration to be received by the holders of Shares in the Offer and the Merger would be taxable to such holders for U.S. federal income tax purposes.



•

Regulatory Approval and Third Party Consents.   The Board considered the regulatory approvals and third party consents that may be required to consummate the Offer and the Merger and the prospects for receiving any such approvals and consents.

        In the course of its deliberations, the Board also considered a variety of risks and other countervailing factors related to entering into the Merger Agreement and consummating the Offer and the Merger, including:

•

the effect of the public announcement of the Merger Agreement, including effects on the Company's sales, operating results and stock price;



•

the restrictions that the Merger Agreement imposes on soliciting competing proposals;



•

the fact that the Company must pay Parent a termination fee of $27,000,000 if the Merger Agreement is terminated under certain circumstances;



•

the possibility that the termination fee payable by the Company to Parent may discourage other bidders and, if the Merger Agreement is terminated under certain limited circumstances, affect the Company's ability to engage in another transaction for up to 12 months following the termination date;

17

•

the risk that the Offer may not receive the requisite tenders from the Company's stockholders and therefore may not be consummated;



•

the risks and costs to the Company if the transaction does not close, including the diversion of management and employee attention, potential employee attrition and the potential disruptive effect on business and customer relationships;



•

the restrictions on the conduct of the Company's business prior to the completion of the transaction, which require the Company to conduct its business in the ordinary course of business, and to use its commercially reasonable efforts to preserve intact its business organization and its business relationships, subject to specific limitations, which may delay or prevent the Company from undertaking business opportunities that may arise pending completion of the Offer and the Merger;



•

the fact that the consummation of the Offer and the Merger would entitle certain executive officers of the Company to certain payments pursuant to the Change-of-Control Agreements, which are described in Item 8 below;



•

the nature of the transaction as a cash transaction would prevent stockholders from being able to participate in any future earnings or growth of the Company, or the combined company, and stockholders would not benefit from any potential future appreciation in the value of the Shares, including any value that could be achieved if the Company engages in future strategic or other transactions or as a result of the improvements to the Company's operations; and



•

the fact that the all-cash consideration would be a taxable transaction to the holders of Shares that are U.S. persons for U.S. federal income tax purposes.

        The foregoing discussion of the factors considered by the Board is intended to be a summary, and is not intended to be exhaustive, but does set forth the principal factors considered by the Board. After considering these factors, the Board concluded that the positive factors relating to the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, substantially outweighed the potential negative factors. The Board collectively reached the conclusion to approve the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, in light of the various factors described above and other factors that the members of the Board believed were appropriate. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Merger Agreement and the transactions contemplated thereby, including the Offer and the Merger, and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. Rather, the Board made its recommendation based on the totality of information it received and the investigation it conducted. In considering the factors discussed above, individual directors may have given different weights to different factors.

         For the reasons described here, the Board recommends that you accept the Offer, tender your Shares pursuant to the Offer and approve and adopt the Merger Agreement.

Financial Forecasts

        The Company does not as a matter of course make public projections as to future financial performance, including earnings or other results of operations. However, the Company provided a financial forecast to Randstad that was initially prepared in May 2011 in connection with the strategic review process (the "Initial Financial Forecast"), and provided an updated financial forecast prepared by the Company's management (the "Financial Forecast") to the Board. The Financial Forecast gave effect to the Company's actual results of operations for the quarter ended March 31, 2011 and preliminary results of operations for the quarter ended June 30, 2011, but was otherwise prepared utilizing substantially the same methodology and assumptions underlying the Initial Financial Forecast.

18

The Financial Forecast was also provided to Foros for purposes of its financial analysis and opinion described below under "Background of the Offer and Merger and Reasons for the Recommendation—Opinion of the Board of Directors' Financial Advisor."

        Except as described below, the financial forecasts do not give effect to any of the transactions contemplated by the Offer or the Merger, or any other changes that may in the future affect the Company or its assets, business, operations, properties, policies, corporate structure, capitalization or management, including as a result of the Offer or the Merger or the transactions contemplated thereby. In addition, the financial forecasts were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or generally accepted accounting principles. None of the Company's independent auditors or any other independent accounting firm has compiled, examined or performed any procedures with respect to the prospective financial information contained in the financial forecasts, and no opinion or other form of assurance has been given or made with respect to such information or its achievability. The summaries of the financial forecasts provided below are not being included in this Statement to influence your decision as to whether to tender your Shares pursuant to the Offer, but because the financial forecasts were made available to Randstad or the Board.

        The financial forecasts reflect numerous assumptions, many of which are beyond the control of the Company and may not be realized. The assumptions upon which the financial forecasts were based necessarily involve judgments with respect to, among other things, future economic, competitive and regulatory conditions and conditions in the financial markets, all of which are difficult to predict. In addition, the financial forecasts make certain assumptions regarding future prospects for the Company's business, and do not reflect adjustments for courses of action the Company may take in response to general business and economic conditions that may be different from those anticipated by the financial forecasts, changes in generally accepted accounting principles during the periods covered by the financial forecasts or any other transaction or event that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. Accordingly, the financial forecasts are not necessarily indicative of future performance or results of operations that may be achieved by the Company, which may be significantly more favorable or less favorable than as set forth below, and should not be regarded as a representation that such performance will be achieved. In this regard, there can be no assurance that the financial performance implied by the financial forecasts will be realized, and the Company's actual results of operations may vary materially from those shown below.

        The inclusion of the financial forecasts in this Statement should not be regarded as an indication that any of the Company or its affiliates or representatives considered or considers the financial forecasts to be predictive of future events, and the financial forecasts should not be relied upon as such. None of the Company or its affiliates or representatives can give you any assurance that the Company's actual results of operations will not differ materially from those implied by the financial forecasts, and none of them undertakes any obligation to update or otherwise revise or reconcile the financial forecasts to reflect circumstances existing after the dates on which the financial forecasts were generated or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the financial forecasts are shown to be in error.

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        The financial forecasts should be read together with the historical financial statements of the Company, which can be found in the Company's periodic reports filed with the SEC, and in light of the foregoing discussion of the uncertainties inherent in the financial forecasts and the underlying assumptions. Stockholders may obtain the Company's periodic reports and other documents that the Company files with the SEC through the website maintained by the SEC at www.sec.gov and through the website maintained by the Company at www.sfngroup.com.

        The Initial Financial Forecast projected, among other things: (i) revenue of approximately $2,241 million, $2,516 million and $2,743 million for the fiscal years ending December 25, 2011, December 30, 2012 and December 29, 2013, respectively, (ii) earnings before interest, taxes, depreciation and amortization ("EBITDA") of approximately $80 million, $115 million and $155 million for the fiscal years ending December 25, 2011, December 30, 2012 and December 29, 2013, respectively, and (iii) net income (excluding restructuring, goodwill, intangible asset impairment and other charges) of approximately $35 million, $57 million and $82 million for the fiscal years ending December 25, 2011, December 30, 2012 and December 29, 2013, respectively.

        The Financial Forecast projected, among other things: (i) revenue of approximately $2,133 million, $2,395 million and $2,611 million for the fiscal years ending December 25, 2011, December 30, 2012 and December 29, 2013, respectively, (ii) EBITDA of approximately $77 million, $110 million and $147 million for the fiscal years ending December 25, 2011, December 30, 2012 and December 29, 2013, respectively, and (iii) net income (excluding restructuring, goodwill, intangible asset impairment and other charges) of approximately $33 million, $54 million and $77 million for the fiscal years ending December 25, 2011, December 30, 2012 and December 29, 2013, respectively.

         Stockholders are cautioned not to place undue reliance on the financial forecasts included in this Statement. Such financial forecasts involve risks, uncertainties and assumptions and are not guarantees of the Company's future performance or results of operations. The future financial performance of the Company may differ materially from that implied by the financial forecasts. Many of the factors that will determine actual future financial performance are beyond the Company's ability to control or predict. The Company does not intend to make publicly available any update or other revisions to the financial forecasts included in this Statement, and none of the Company or any of its affiliates or representatives has made or makes any representation to any stockholder or other person regarding the ultimate results of operations of the Company compared to the information contained in such financial forecasts or that forecasted financial performance will be achieved.

Opinion of the Board of Directors' Financial Advisor

        Foros delivered to the Board an opinion, dated July 20, 2011, to the effect that, as of that date and based upon and subject to various assumptions and limitations described in Foros's opinion, the Offer Price to be received pursuant to the Offer and the Merger by holders of Shares was fair, from a financial point of view, to such holders.

         The full text of the Foros written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Foros, is attached as Annex A to this Statement and is incorporated by reference herein in its entirety. Foros provided its opinion to the Board for the information and assistance of the Board (in its capacity as such) in connection with and for purposes of the Board's evaluation of the Offer Price from a financial point of view. Foros's opinion does not address any other aspect of the Offer or the Merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the Offer or the Merger or any other matter.

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        In connection with rendering its opinion, Foros:

(1)

reviewed certain publicly available business and financial information relating to the Company that Foros deemed relevant;



(2)

reviewed certain information, including financial forecasts (the "Company Forecasts") and other financial and operating data concerning the Company, prepared by the management of the Company;



(3)

discussed the past and current business, operations, financial condition and prospects of the Company with members of senior management of the Company;



(4)

reviewed the trading history for the Shares and a comparison of that trading history with the trading histories of certain other publicly traded companies that Foros deemed relevant;



(5)

compared certain financial and stock market information of the Company with similar publicly available information of certain other companies that Foros deemed relevant;



(6)

compared the proposed financial terms of the Offer and the Merger with the financial terms, to the extent publicly available, of certain other transactions that Foros deemed relevant;



(7)

reviewed the Merger Agreement; and



(8)

performed such other analyses and studies and considered such other factors as Foros deemed appropriate.

        In arriving at its opinion, Foros assumed and relied upon, without independent verification, the accuracy and completeness of all of the financial and other information and data, including without limitation the Company Forecasts, publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of the Company that they are not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Company Forecasts, Foros assumed, at the Board's direction and without independent verification, that such forecasts were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future financial performance of the Company. Foros did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of the Company, nor did it make any physical inspection of the properties or assets of the Company. Foros did not evaluate the solvency of the Company or Parent under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. Foros assumed, at the Board's direction, that the Offer and the Merger will be consummated in accordance with their terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Offer and the Merger, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company or the contemplated benefits of the Offer or the Merger.

        Foros's opinion expressed no view or opinion as to any terms or other aspects of the Offer and the Merger (other than the Offer Price to the extent expressly specified in Foros's opinion), including, without limitation, the form or structure of the Offer or the Merger. Foros was not authorized by the Company or the Board to solicit, nor has Foros solicited, interest or proposals from third parties regarding a possible acquisition of all or any part of the Company or any alternative transaction. Foros's opinion was limited to the fairness, from a financial point of view, of the Offer Price to be received pursuant to the Offer and the Merger by holders of Shares and no opinion or view was expressed with respect to any consideration received in connection with the Offer or the Merger by the holders of any other class of securities, creditors or other constituencies of the Company. In addition, no opinion or view was expressed with respect to the fairness of the amount, nature or any other aspect

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of any compensation to any of the officers, directors or employees of any party to the Merger, or class of such persons, relative to the Offer Price. Furthermore, no opinion or view was expressed as to the relative merits of the Offer and the Merger in comparison to other strategies or transactions that might be available to the Company or in which the Company might engage or as to the underlying business decision of the Company to proceed with or effect the Offer and the Merger. In addition, Foros's opinion was not intended to and does not constitute a recommendation to members of the Board as to whether they should approve the Offer, the Merger or the Merger Agreement, and Foros expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the Offer and the Merger. Except as described above, the Board imposed no other limitations on the investigations made or procedures followed by Foros in rendering its opinion.

        Foros's opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as they existed and could be evaluated on, and the information made available to Foros as of, the date of its opinion. It should be understood that subsequent developments may affect Foros's opinion, and Foros does not have any obligation to update, revise, or reaffirm its opinion. The issuance of Foros's opinion was approved by Foros's Opinion Committee.

        The following represents a summary of the material financial analyses presented by Foros to the Board in connection with Foros's opinion. The following summary, however, does not purport to be a complete description of the financial analyses performed by Foros, nor does the order of analyses described represent relative importance or weight given by Foros to those analyses. The financial analyses summarized below include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Foros's financial analyses. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Foros.

        Selected Publicly Traded Companies Analysis.     Foros reviewed and compared certain financial information for the Company to corresponding financial information, ratios and public market multiples for (1) publicly traded companies selected based on involvement in the commercial staffing industry, size and availability of financial information, referred to below as Selected Commercial Staffing Companies, and (2) publicly traded companies selected based on involvement in the professional staffing industry, size and availability of financial information, referred to below as Selected Professional Staffing Companies. The selected companies are as follows:

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