DIEMEN, The Netherlands,
Sept. 23, 2016 /PRNewswire/
-- Randstad North America, Inc., a wholly-owned subsidiary of
Randstad Holding nv (AMS: RAND), announced today that its
wholly-owned subsidiary, Merlin Global Acquisition, Inc., has
extended its previously announced tender offer for any and all
outstanding shares of common stock of Monster Worldwide, Inc.
(NYSE: MWW) ("Monster"), at a price of $3.40 per share in cash, without interest thereon
and less any applicable withholding taxes (the "Offer").
The Form CO notification related to the proposed acquisition of
Monster has been submitted to the European Commission, which is
currently expected to conclude its review by October 26, 2016. If there are no objections to
the review, all regulatory clearances are expected to have been
obtained by that date.
In order to facilitate completion of the European Commission's
regulatory review, the Offer has been extended and is now scheduled
to expire on October 28, 2016 at
12:00 midnight, New York City
time, unless further extended. The Offer was previously scheduled
to expire on October 3, 2016 at 12:00
midnight, New York City time.
Except for the extension of the Offer, all other terms and
conditions of the Offer remain unchanged.
Broadridge Corporate Issuer Solutions, Inc., the depositary for
the Offer, has advised that as of 5:00
p.m., New York City time,
on September 22, 2016, approximately
6,048 shares of common stock of Monster have been validly tendered
and not properly withdrawn pursuant to the Offer, representing less
than 1% of the outstanding shares of common stock of Monster.
Monster shareholders who have already tendered their shares of
common stock do not have to re-tender their shares or take any
other action as a result of the extension of the Offer.
About Randstad
Randstad specializes in solutions in the field of flexible work
and human resources services. Their services range from regular
temporary staffing and permanent placements to Inhouse Services,
Professionals, Search & Selection, outplacement, and HR
Solutions. Randstad Group is one of the leading HR services
providers in the world, with top-three positions in Argentina, Belgium & Luxembourg, Canada, Chile, France, Germany, Greece, India, Mexico, the
Netherlands, Poland,
Portugal, Spain, Switzerland, the UK, and the United States, as well as major positions
in Australia and Japan. In 2015, Randstad had approximately
29,750 corporate employees and around 4,473 branches and Inhouse
locations in 39 countries around the world. Randstad generated
revenue of €19.2 billion in 2015. Randstad was founded in 1960 and
is headquartered in Diemen, the
Netherlands. Randstad Holding nv is listed on the Euronext
Amsterdam, where options for stocks in Randstad are also traded.
For more information, see www.randstad.com.
Additional Information
This press release and the description contained herein is for
informational purposes only and is not a recommendation, an offer
to buy, or the solicitation of an offer to sell any shares of
Monster's common stock. Randstad North America, Inc. ("Randstad"),
Randstad's wholly-owned subsidiary, Merlin Global Acquisition, Inc.
("Merger Sub") and Randstad's parent company, Randstad Holding nv
("Holding"), have filed with the U.S. Securities and Exchange
Commission (the "SEC") a Tender Offer Statement on Schedule TO
containing an offer to purchase (the "Offer to Purchase"), a form
of letter of transmittal (the "Letter of Transmittal") and other
related documents and Monster has filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the tender offer. THESE DOCUMENTS, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT
INFORMATION ABOUT THE TENDER OFFER AND MONSTER SHAREHOLDERS ARE
URGED TO READ THEM CAREFULLY. Shareholders of Monster may obtain a
free copy of these documents and other documents filed by Monster,
Randstad, Merger Sub or Holding with the SEC at the website
maintained by the SEC at www.sec.gov. The Schedule TO is available
on Randstad's website.
The Offer to Purchase is not being made to holders of (nor will
tenders be accepted from or on behalf of holders of) shares of
Monster's common stock in any jurisdiction in which the making of
the Offer or the acceptance thereof would not be in compliance with
the securities, blue sky or other laws of such jurisdiction. In
those jurisdictions where applicable laws or regulations require
the Offer to Purchase to be made by a licensed broker or dealer,
the Offer to Purchase shall be deemed to be made on behalf of
Merger Sub by one or more registered brokers or dealers licensed
under the laws of such jurisdiction to be designated by Randstad,
Merger Sub or Holding.
Forward-Looking Statements
The statements included in this press release contain
forward-looking statements, which are generally statements that are
not historical facts. Forward-looking statements can be identified
by the words "expects," "anticipates," "believes," "intends,"
"estimates," "plans," "will," "outlook" and similar expressions.
Forward-looking statements are based on management's current plans,
estimates, assumptions and projections, speak only as of the date
they are made and include without limitation statements regarding
the planned completion of the tender offer and the merger,
statements regarding the anticipated filings and approvals relating
to the tender offer and the merger, statements regarding the
expected completion of the tender offer and the merger and
statements regarding the ability of Merger Sub to complete the
tender offer and the merger considering the various closing
conditions. Randstad and Monster undertake no obligation to update
any forward-looking statement in light of new information or future
events, except as otherwise required by law. Forward-looking
statements involve inherent risks and uncertainties, most of which
are difficult to predict and are generally beyond the control of
either company, including the following: (a) the occurrence of any
event, change or other circumstance that could give rise to the
termination of the merger agreement; (b) the inability to complete
the transaction due to the failure to satisfy conditions to the
transaction; (c) that there can be no assurance that the European
Commission will consider the Form CO notification complete, that
the merger review will not be extended further or that the European
Commission will not refer the whole or part of the case to the
competent authorities of an EU member state; (d) the risk that the
proposed transaction disrupts current plans and operations; (e)
difficulties or unanticipated expenses in connection with
integrating Monster into Randstad; (f) the risk that the
acquisition does not perform as planned; and (g) potential
difficulties in employee retention following the closing of the
transaction. Actual results or outcomes may differ materially from
those implied by the forward-looking statements as a result of the
impact of a number of factors, many of which are discussed in more
detail in the public reports of each company filed or to be filed
with the SEC or the Amsterdam Stock Exchange.
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SOURCE Randstad Holding nv