MediaNews Group's Letter Is Based on Flawed and Uninformed
Assumptions; Continues Misguided Efforts to Put Randstad All-Cash
Offer at Risk Without Offering Superior Proposal
WESTON, Massachusetts,
Sept. 12, 2016 /PRNewswire/ --
Monster Worldwide, Inc. (NYSE: MWW), a global leader in connecting
jobs and people, today issued the following response to MediaNews
Group, Inc.'s ("MNG") letter dated Monday,
September 12, 2016:
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MNG is not offering
Monster stockholders anything for their shares. Instead, MNG, whose
ownership in Monster was only established in July and early August
of 2016, is asking stockholders to reject an all-cash, premium
offer in exchange for the hope that an undisclosed strategy led by
their yet-to-be-selected director candidates will deliver
significantly greater value sometime in the future.
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Monster's Board of
Directors and management team are committed to maximizing
stockholder value. Monster's transaction with Randstad provides
stockholders 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. Our Board unanimously recommends that Monster stockholders
accept Randstad's all-cash premium offer, as we believe it
maximizes value for Monster stockholders.
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As previously announced on August 9,
2016, Monster entered into a definitive agreement with
Randstad under which Randstad will acquire Monster for $3.40 per share in cash. On September 6, 2016, Monster filed a Schedule 14D-9
with the Securities and Exchange Commission. The transaction is
expected to be completed in the fourth quarter of 2016, subject to
regulatory approvals.
Evercore is serving as financial advisor to Monster and Dechert
LLP is serving as legal counsel.
About Monster
Monster Worldwide, Inc. (NYSE: MWW) is a global leader in
connecting people to jobs, wherever they are. For more than 20
years, Monster has helped people improve their lives with better
jobs, and employers find the best talent. Today, the company offers
services in more than 40 countries, providing some of the broadest,
most sophisticated job seeking, career management, recruitment and
talent management capabilities. Monster continues its pioneering
work of transforming the recruiting industry with advanced
technology using intelligent digital, social and mobile solutions,
including our flagship website monster.com® and a vast array of
products and services. For more information visit
monster.com/about.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this Press Release regarding the planned
transaction, the expected timetable for completing the planned
transaction, future financial and operating results, future capital
structure and liquidity, benefits of the panned 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 include forward-looking statements. Any
statements that are not statements of historical fact (including
statements containing the words "expects," "intends,"
"anticipates," "estimates," "predicts," "believes," "should,"
"potential," "may," "forecast," "objective," "plan," or "targets"
and other similar expressions) are intended to identify
forward-looking statements. There are a number of factors that
could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including:
uncertainties as to the timing of completion of the planned
transaction, the ability to obtain requisite regulatory approvals,
the tender of a majority of the outstanding shares of common stock
of Monster Worldwide, Inc., the possibility that competing offers
will be made and the satisfaction or waiver of the other conditions
to the consummation of the planned transaction; the potential
impact of the announcement or consummation of the planned
transaction on relationships, including with employees, suppliers
and customers; and the other factors and financial, operational and
legal risks or uncertainties described in 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 filed and to be filed by Randstad North America, Inc. and
Monster Worldwide, Inc. Forward-looking statements speak only as of
the date the statement was made.
Additional Information and Where to Find It
Randstad North America, Inc.'s tender offer for shares of
Monster Worldwide, Inc.'s common stock commenced on September 6, 2016, and, in connection with the
offer, Randstad North America, Inc. and its subsidiary, Merlin
Global Acquisition, Inc., filed a tender offer statement on
Schedule TO with the Securities and Exchange Commission (the "SEC")
and Monster Worldwide, Inc. filed a solicitation/recommendation
statement on Schedule 14D-9 with the SEC. Monster Worldwide,
Inc.'s stockholders are strongly advised to read the tender offer
statement (including the offer to purchase, letter of transmittal
and related tender offer documents) and the related
solicitation/recommendation statement on Schedule 14D-9 filed by
Monster Worldwide, Inc. with the SEC because they contain important
information about the proposed transaction. These documents are
available at no charge on the SEC's website at www.sec.gov. In
addition, copies of the Offer to Purchase, Letter of Transmittal
and other related materials are available free of charge by
contacting MacKenzie Partners, Inc., the information agent for the
tender offer, toll-free at (800) 322-2885 (or at +1 212-929-5500
collect if you are located outside the U.S. and Canada), or by email to
monster@mackenziepartners.com.
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