MediaNews Group Letter Based on Flawed and Uninformed
Assumptions; Attempts to Put Randstad All-Cash Offer at
Risk Without Offering Superior Proposal
WESTON, Mass., Aug. 24, 2016 /CNW/ -- Monster Worldwide,
Inc. (NYSE: MWW), a global leader in connecting jobs and people,
today issued an open letter to stockholders in response to
MediaNews Group, Inc.'s letter dated Friday,
August 19, 2016. Following is the full text of the
letter:
August 24, 2016
Dear Stockholder,
On behalf of your Board of Directors, I am writing in response
to a letter from MediaNews Group ("MNG"), contained in an
August 19, 2016 filing. The Board
appreciates and will always consider input from Monster's
shareholders during this important time. Having considered the
positions in MNG's letter, and the inaccuracies therein, there are
a number of key considerations of which shareholders should be
aware.
MNG asserts that they are Monster's largest stockholder, having
very recently acquired their position as evidenced by their
regulatory filings. Nevertheless, MNG has never discussed, or
attempted to discuss, the issues raised in their letter with
Monster's management or Board. On the contrary, and in a reckless
way, MNG is attempting to defeat a transaction that would provide
all of you with immediate and certain cash value of $3.40 per share, representing a 22.7% premium to
Monster's closing stock price on August 8,
2016, the last trading day prior to the announcement, and a
29.4% premium over the 90-day average stock price.
We will be publicly filing and making available to you the
background and circumstances surrounding the Board's decision to
enter into the merger agreement with Randstad North America, Inc.
("Randstad"). In the interim, there are important points we would
like to highlight.
MNG is not offering you anything for your shares. They are
asking you to turn down a significant cash premium NOW in the hope
of a possibility that your shares may be worth more sometime in the
future.
MNG's hopes are pinned on incorrect and unsupportable
assumptions.
- MNG calls for draconian expense cuts, ignoring that more than
$100 million of annual operating
expenses have already been cut over the past several years.
- MNG calls for reducing capital expenditures, ignoring that
capital expenditures have already been cut by about 50% over the
past several years; capital expenditures at the current reduced
levels are needed for product enhancements to meet current,
intensified competition.
- MNG calls for divesting assets, ignoring that non-core or
underperforming assets have already been divested.
- MNG ignores that competition is intensifying from companies
that are owned by substantially larger and better capitalized
parents that can afford to compete aggressively on product pricing
in pursuit of market share.
As will be explained to you in greater detail in our filing,
your Board has recognized that enhancing Monster's competitive
position in the current environment will require continued
investment, and we will likely be operating in a low growth
environment with substantial margin pressure for a number of
years.
A number of our analysts have recognized the challenges that
Monster faces and the benefits of a transaction. For example, in
its most recent post-announcement report, Avondale Partners
said:
"We contend that termination of the Randstad offer would be
disastrous for MWW shareholders." (August
22, 2016)
We concluded that our stockholders would benefit from receiving
a cash premium now and entered into an agreement with Randstad. We
remind you that this agreement provides that we would only be
required to pay a fee of 2.7% of equity value if we terminated it
in favor of a superior proposal.
You will be receiving more detailed information from both
Monster and Randstad. We believe that after reviewing this
information, you will agree with us and support the
transaction.
Sincerely,
Tim Yates
CEO, CFO and Director
Monster Worldwide, Inc.
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.
Notice to Investors
The tender offer for the outstanding common stock of Monster
Worldwide, Inc. has not yet commenced. This communication is for
informational purposes only and does not constitute an offer to buy
or a solicitation of an offer to sell any securities of Monster
Worldwide, Inc. The solicitation and offer to buy common stock of
Monster Worldwide, Inc. will only be made pursuant to an Offer to
Purchase and related materials. At the time the tender offer is
commenced, Randstad North America, Inc. and Merlin Global
Acquisition, Inc. will file with the SEC a tender offer statement
on Schedule TO, including an offer to purchase, letter of
transmittal and related tender offer documents, and Monster
Worldwide, Inc. will file with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. Investors are urged to read these
materials when they become available, as well as any other relevant
documents filed with the SEC when they become available, carefully
and in their entirety because they will contain important
information, including the terms and conditions of the tender
offer. Investors may obtain a free copy of the
Solicitation/Recommendation Statement and other documents (when
available) that Monster Worldwide, Inc. files with the SEC at the
SEC's website at www.sec.gov, or free of charge from Monster
Worldwide, Inc. at http://ir.monster.com.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this announcement regarding the proposed
transaction, the expected timetable for completing the proposed
transaction, future financial and operating results, future capital
structure and liquidity, benefits of the proposed transaction,
general business outlook and any other statements about the future
expectations, beliefs, goals, plans or prospects of the board or
management of the Company constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. 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 proposed
transaction, the ability to obtain requisite regulatory approvals,
the tender of a majority of the outstanding shares of common stock
of Monster Worldwide, Inc., the possibility that competing offers
will be made and the satisfaction or waiver of the other conditions
to the consummation of the proposed transaction; the potential
impact of the announcement or consummation of the proposed
transaction on relationships, including with employees, suppliers
and customers; and the other factors and financial, operational and
legal risks or uncertainties described in the Company's public
filings with the SEC, including the "Risk Factors" sections of the
Company'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 to be filed by Randstad North America, Inc. and the
Solicitation/Recommendation Statement to be filed by Monster
Worldwide, Inc. Monster Worldwide, Inc. disclaims any intention or
obligation to update or revise any forward-looking statements as a
result of developments occurring after the date of this document
except as required by law.
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SOURCE Monster Worldwide, Inc.