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
Monster Worldwide, Inc.
(Name of Subject Company)
MediaNews Group, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
611742107
(CUSIP Number of Class of Securities)
Marshall W. Anstandig
MediaNews Group, Inc.
101 W. Colfax, Suite 1100
Denver, Colorado 80202
(303) 954-6360
(Name, address and telephone numbers of person
authorized to receive notices
and communications
on behalf of the persons filing statement)
with a copy to:
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Eleazer Klein, Esq.
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Item 1.
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Subject Company Information.
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Name and Address
The name of the subject company to which this Solicitation/Recommendation
Statement on Schedule 14D-9 (this “
Statement
”) relates is Monster Worldwide, Inc., a Delaware corporation (the
“
Company
”). The address of the Company’s principal executive office is 133 Boston Post Road, Building
15, Weston, Massachusetts 02493. The Company’s telephone number at this address is (978) 461-8000.
Securities
This Statement relates to the common stock, $0.001 par value
per share (the “
Shares
”), of the Company. Based solely on information set forth in the Company’s Schedule
14D-9 filed on September 6, 2016, as of the close of business on September 1, 2016, there were (i) 89,071,629 Shares issued and
outstanding (including restricted Shares); (ii) up to 25,110,292 Shares issuable pursuant to the Company’s outstanding 3.50%
Convertible Senior Notes due 2019 (the “
Notes
”), to the extent the Notes may be converted into Shares in accordance
with their terms; (iii) up to 60,816 Shares issuable upon the exercise of outstanding options; and (iv) up to 7,748,466 Shares
issuable upon the vesting of outstanding restricted stock units and performance Shares (assuming “target” performance
for each applicable performance measure).
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Item 2.
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Identity and Background of Filing Person.
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Name and Address
MediaNews Group, Inc., a Delaware corporation (“
MNG
”),
is the person filing this Statement. MNG’s business address is 101 W. Colfax, Suite 1100 Denver, Colorado, 80202 and its
telephone number at this address is (303) 954-6360.
MNG offers offer multiplatform media publishing to the general
public.
Tender Offer
This Statement relates to the tender offer (the “
Tender
Offer
”) by Merlin Global Acquisition, Inc. (“
Purchaser
”), a direct wholly-owned subsidiary of Randstad
North America, Inc. (“
Randstad
”), disclosed in a Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission (the “
SEC
”) on September 6, 2016 (as amended or supplemented from time to time, and
together with the exhibits thereto, the “
Schedule TO
”), for any and all of the outstanding Shares at a
purchase price of $3.40 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase, dated September 6, 2016, and the related Letter of
Transmittal. According to the Schedule TO, the Tender Offer is being made pursuant to an Agreement and Plan of Merger, dated as
of August 8, 2016 (as amended or modified from time to time, the “
Merger Agreement
”), among the Company, Randstad
and Purchaser.
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Item 3.
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Past Contacts, Transactions, Negotiations and Agreements.
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None.
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Item 4.
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The Solicitation or Recommendation.
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Recommendation
MNG recommends that stockholders of the Company (i) not tender
their Shares in the Tender Offer and (ii) if, despite not tendering, the transaction set forth in the Merger Agreement is consummated,
seek appraisal of their Shares of the Company pursuant to Section 262 of the General Corporation Law of the State of Delaware (the
“
DGCL
”).
Reasons
MNG encourages other stockholders not to tender their Shares
in the Tender Offer because it believes the $3.40 per share sale price is inadequate and significantly undervalues the Company.
Reference is made to the press release attached hereto as
Exhibit 1 and incorporated by reference herein and the Schedule 14D-9 filed by MNG on August 19, 2016.
Intent to Not Tender
MNG does not intend to tender any of their Shares in the Tender
Offer and, if, despite not tendering, the transaction set forth in the Merger Agreement is consummated, MNG intends to seek appraisal
of their Shares pursuant to Section 262 of the DGCL.
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Item 5.
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Person/Assets, Retained, Employed, Compensated or Used.
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MNG has not directly or indirectly employed, retained or compensated
any person to make solicitations or recommendations on its behalf in connection with the Tender Offer.
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Item 6.
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Interest in Securities of the Subject Company.
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The following table sets forth all transactions with respect
to the Shares have been effected by MNG or, to the best of MNG’s knowledge, any of its directors, executive officers, subsidiaries,
affiliates or associates. All such transactions were effected in the open market through a broker and all prices per share exclude
commission. The price reported in the column Price per Share ($) is a weighted average price if a price range is indicated in the
column Price Range ($). These Shares were purchased in multiple transactions at prices between the price ranges below. MNG will
undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares sold at each separate
price.
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Trade Date
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Shares Purchased
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Price Per Share ($)
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Price Range ($)
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07/18/2016
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158,954
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2.69
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2.71 – 2.59
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07/19/2016
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169,640
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2.73
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2.70 – 2.74
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07/20/2016
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190,000
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2.69
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2.63 – 2.71
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07/21/2016
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180,000
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2.75
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2.73 – 2.76
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07/22/2016
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110,000
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2.75
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2.68 – 2.79
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07/25/2016
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250,000
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2.70
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2.68 – 2.80
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07/26/2016
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250,000
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2.73
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2.69 – 2.81
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07/27/2016
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150,000
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2.75
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2.70 – 2.79
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08/09/2016
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5,900,000
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3.43
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3.39 – 3.51
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Item 7.
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Purposes of the Transaction and Plans or Proposals.
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Not applicable.
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Item 8.
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Additional Information.
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Not applicable.
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Exhibit No.
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Description
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1
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Press Release, dated September 12, 2016
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SIGNATURE
After due inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
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MEDIANEWS GROUP, INC.
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By:
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/s/ Joseph Anto
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Name: Joseph Anto
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Title: Authorized Signatory
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Date: September 12, 2016
EXHIBIT 1
MediaNews Group Reiterates Opposition to Monster Worldwide Sale
to Randstad
Will Not Tender Its Shares and Urges Other MWW Shareholders to Follow
Suit
Intends to Solicit Consents to Appoint Highly Experienced and Capable
Directors to Replace Current Board and Execute on Plan to Maximize Value for All Shareholders
Rushed, Unorganized Sale Process Raises Serious Concerns
Company's Interactions With Keenly Interested Buyers Were Poorly
Managed
False Sense of Urgency Led to Acceptance of Inferior Randstad Deal,
Which Significantly Undervalues the Company
DENVER, CO September 12, 2016 -- MediaNews
Group Inc. ("MNG"), the largest shareholder of Monster Worldwide, Inc. (NYSE: MWW) ("Monster" or the "Company"),
with an ownership interest of 11.6% of Monster's outstanding shares, today announced it has delivered an open letter to Monster
shareholders.
The full text of the letter follows:
September 12, 2016
Dear Fellow Shareholders:
Over the last week we've had the opportunity
to review the public filings related to Randstad's tender offer for Monster Worldwide Inc. (NYSE: MWW) ("Monster" or
the "Company") and also to listen to fellow Monster shareholders regarding their views.
The filings and shareholders'
sentiment make one thing abundantly clear: the proposed sale to Randstad at a fire sale price resulted from a rushed and flawed
process and it significantly undervalues the Company.
We continue to strongly believe that a more robust auction process and
an evaluation of strategic and operational changes to the business would yield a much better result than the $3.40 price being
offered by Randstad. We want to reiterate that we will not tender our shares in the current tender offer and we intend to exercise
our appraisal rights to receive the actual value of our shares
-- not the undervalued Randstad price
-- in the event the
current Randstad deal closes.
We are also moving forward with the process
to solicit consents to replace Monster's board of directors with a new slate of directors and will be sharing more information
about this with shareholders over the coming weeks. Our goal is to assemble a capable board that will represent the interests of
all shareholders and focus on implementing the changes necessary to drive shareholder value.
Flawed Sale Process with Artificial Time
Sensitivity
It is clear to us that the Randstad deal was
entered into by the board out of desperation to avoid announcing yet another quarterly miss by the Company. This false sense of
urgency explains why the Company executed an exclusivity agreement with Randstad on July 22nd at $4.00 per share, and on August
4th, only four days before the artificially imposed target signing date of the deal, accepted a drastic price reduction of 15%
to $3.40 without any pushback or apparent consideration of terminating exclusivity and launching a formal sale process.
We disagree with the board's logic that "engaging
in a formal sale process had significant risks that could be detrimental to stockholder value." If the process was set up
correctly and managed properly, potential disruptions could have been minimized and the Company would have put itself in the best
position to realize its full value, especially when there was interest from multiple potential buyers at prices significantly higher
than what Randstad was offering.
Poorly Managed Interactions with Interested
Buyers
The Company's Tender Offer Recommendation Statement
described a potential buyer, Financial Acquirer B ("Acquirer B"), who on March 24th submitted an indication of interest
at $4.30 -- and a subsequent increase to $4.45 on April 1st -- with no financing contingency. On April 24th, Acquirer B said they
could not further increase their $4.45 indication absent additional information from the Company.
Despite Acquirer B's keen interest, the Company
decided not to initiate a formal due diligence process with them (thereby stalling their indication of interest) citing concerns
over Q1 earnings and their belief Acquirer B would participate in a formal sale process if one were initiated --
no such process
was ever initiated
. Approximately three months later on July 21st, Acquirer B requested a meeting with the Company to discuss
its forecast for Q3 and Q4 given the Q2 results, which the Company had shared with Acquirer B the previous week. These requests
were ignored and that same day -- despite these continuing expressions of interest from Acquirer B -- Monster's board agreed to
exclusivity with Randstad, shutting Acquirer B out the process.
In another troubling failure to seriously
engage with interested buyers, on July 8th, the Company indicated to Strategic Acquirer E ("Acquirer E") a required minimum
price of $5.00 per share and no financing condition in order to consider a potential transaction (at this time, Randstad's bid
was $3.50). On July 12th, Acquirer E outlined a proposal to acquire the Company for $5.00 per share, with no financing condition.
On July 20th, the Company contacted E and gave less than a day's notice of a deadline of 10:30am on July 21st to submit a written
offer. Acquirer E responded with a lower bid range of $4.15 - $4.20 (still higher than Randstad's $4.00 bid at the time and significantly
higher than the final accepted $3.40 bid), but also indicated that as a result of the artificially accelerated deadline, and the
fact they had not finalized financing or reviewed the offer with their board, they would not be able to submit a written offer.
Monster indicated to Acquirer E that it "was under time pressure," but the Company fails to explain why it was under
such pressure. Again, it seems clear that Monster's false sense of urgency, created by management's fear of missing quarterly earnings
again, drove the irrational decision to put such a short deadline on a serious buyer, making it more difficult for that buyer to
submit a more formal offer.
Poorly Managed Interactions with Interested
Buyers
The Company's Tender Offer Recommendation Statement
described a potential buyer, Financial Acquirer B ("Acquirer B"), who on March 24th submitted an indication of interest
at $4.30 -- and a subsequent increase to $4.45 on April 1st -- with no financing contingency. On April 24th, Acquirer B said they
could not further increase their $4.45 indication absent additional information from the Company.
Despite Acquirer B's keen interest, the Company
decided not to initiate a formal due diligence process with them (thereby stalling their indication of interest) citing concerns
over Q1 earnings and their belief Acquirer B would participate in a formal sale process if one were initiated -- no such process
was ever initiated. Approximately three months later on July 21st, Acquirer B requested a meeting with the Company to discuss its
forecast for Q3 and Q4 given the Q2 results, which the Company had shared with Acquirer B the previous week. These requests were
ignored and that same day -- despite these continuing expressions of interest from Acquirer B -- Monster's board agreed to exclusivity
with Randstad, shutting Acquirer B out the process.
In another troubling failure to seriously engage
with interested buyers, on July 8th, the Company indicated to Strategic Acquirer E ("Acquirer E") a required minimum
price of $5.00 per share and no financing condition in order to consider a potential transaction (at this time, Randstad's bid
was $3.50). On July 12th, Acquirer E outlined a proposal to acquire the Company for $5.00 per share, with no financing condition.
On July 20th, the Company contacted E and gave less than a day's notice of a deadline of 10:30am on July 21st to submit a written
offer. Acquirer E responded with a lower bid range of $4.15 - $4.20 (still higher than Randstad's $4.00 bid at the time and significantly
higher than the final accepted $3.40 bid), but also indicated that as a result of the artificially accelerated deadline, and the
fact they had not finalized financing or reviewed the offer with their board, they would not be able to submit a written offer.
Monster indicated to Acquirer E that it "was under time pressure," but the Company fails to explain why it was under
such pressure. Again, it seems clear that Monster's false sense of urgency, created by management's fear of missing quarterly earnings
again, drove the irrational decision to put such a short deadline on a serious buyer, making it more difficult for that buyer to
submit a more formal offer.
Highly Suspect/Significant Shift in the
Board’s Outlook
Beyond all these details, it still seems highly
suspect to us that the Company was buying back stock in December 2015 at an average price of almost $6.00, and only months later
was willing to engage in discussions to sell the business for less than $4.00. In fact, during the Q4 2015 earnings call on February
11th, 2016, Monster's CFO stated that "
We are happy to report that we returned $8 million of capital to our shareholders
via our share repurchase program, and we believe there is no better use of our capital than Monster stock, particularly at current
valuations.
" The fact that the Company was having discussions to sell when it was trading at or around all-time lows,
instead of devising a plan to fix the business, indicates this board and management team are ill-equipped to make the changes needed
to create value at the Company.
A Better Path Forward for Shareholders
Despite the current state of Monster's business,
we are confident there is a path forward for the Company that would create significantly more value for shareholders than selling
to Randstad at $3.40 per share. As a result, we are assembling a slate of director candidates to replace the current board, which
has proven time and again its inability to make the right strategic and operational decisions to create value for shareholders.
We are confident that with the right leadership and oversight, Monster can stem the revenue declines it is experiencing and restructure
its operations to significantly increase profitability.
Our goals are:
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To assemble a slate of director candidates that represents the best interests of all shareholders
and also have the experience and insight needed to make significant improvements to the business
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To elect those candidates to the board of Monster and replace the current ineffective board
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To implement the steps needed to turnaround the business and maximize shareholder value
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We are currently in the process of selecting
candidates for our slate and look forward to communicating further with shareholders over the coming weeks.
Sincerely,
MediaNews Group, Inc.
About MediaNews Group, Inc.
MediaNews Group, Inc. (d/b/a Digital First
Media) is a leader in local, multiplatform news and information, distinguished by its original content and high quality, diversified
portfolio of local media assets. Digital First Media is the second largest newspaper company in the United States by circulation,
serving an audience of over 40 million readers on a monthly basis. The Company's portfolio of products includes 67 daily newspapers
and 180 non-daily publications. Digital First Media has a leading local news audience share in each of its primary markets and
its content monetization platforms serve clients on both a national and local scale.
Investor Contact:
Joe Anto
MediaNews Group
212-634-9642
Michael Fein & Jon Einsidler
Okapi Partners
212-297-0720
info@okapipartners.com
Media Contact:
Joe Checkler
Peppercomm
212-931-6144
MediaNews Group, Inc. (“MediaNews Group”
or the “Participants”) may file with the Securities and Exchange Commission (the “SEC”) a definitive consent
statement and accompanying form of consent card to be used in connection with the solicitation of consents from the stockholders
of Monster Worldwide, Inc. (the “Company”). All stockholders of the Company are advised to read the definitive consent
statement and other documents related to the solicitation of consents by the Participants if and when they become available, as
they will contain important information, including additional information related to the Participants. Should the Participants
engage in such a solicitation, the consent statement and an accompanying consent card will be furnished to some or all of the Company’s
stockholders and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/.
Information about the Participants and a description of their direct
or indirect interests by security holdings will be contained in an exhibit to a Schedule 14A to be filed by the Participants with
the SEC on September 12, 2016. This document can be obtained free of charge from the source indicated above.
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