WESTON, Mass., Oct. 21, 2016 /PRNewswire/ -- Monster
Worldwide, Inc. (NYSE: MWW), a global leader in connecting jobs and
people, today commented on MediaNews Group, Inc.'s ("MNG") latest
attempt to derail the Company's pending transaction with Randstad
Holding nv (AMS: RAND) ("Randstad"), under which Randstad will
acquire Monster for $3.40 per share
in cash.
"This is yet another attempt by MNG to derail Monster's
transaction with Randstad in order to take control of the Company
without paying a control premium to all Monster stockholders," said
Tim Yates, CEO of Monster. "MNG's
indication of a partial tender offer to acquire a limited number of
Monster shares is a common activist tactic that would risk the
ability of all stockholders to realize immediate and certain cash
value. Based upon the price of Monster's shares before the
announcement of the Randstad transaction, the blended value of
MNG's offer would be far less than Randstad's all-cash offer of
$3.40 per share. Monster's Board and
management team strongly urge Monster stockholders to tender their
shares into the Randstad transaction, which is the best and only
actionable offer and provides stockholders with substantial and
certain cash value of $3.40 per
share."
Monster intends to file an investor presentation shortly
highlighting that:
- Randstad's offer is the only option for Monster stockholders to
receive an all-cash premium value for all of their
shares
- MNG and its affiliates have a track record of bankruptcy and
poor decision-making
- MNG has no real plan, no new ideas and is proposing a weak
board
- Monster's Board is committed to maximizing stockholder
value
- Unlike Randstad, MNG has not delivered an offer to acquire the
entire Company
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. The transaction is
expected to close during the fourth quarter of 2016. The Monster
Board of Directors unanimously recommends that Monster stockholders
tender their shares into the Randstad tender offer.
Evercore is serving as financial advisor to Monster and Dechert
LLP is serving as legal counsel.
The press release and presentation will be filed with the SEC
and will be posted to the Investors section of Monster's website at
http://ir.monster.com/.
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.comĀ® and a vast array of
products and services. For more information visit
monster.com/about.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in the press release regarding MediaNews Group,
Inc.'s ("MNG") proposed partial tender offer for 10% of the common
stock of Monster Worldwide, Inc. ("Monster"), MNG's consent
solicitation, Monster's planned transaction with Randstad North
America, Inc. ("Randstad"), the expected timetable for completing
the planned transaction with Randstad, future financial and
operating results, future capital structure and liquidity, benefits
of the planned transaction with Randstad, general business outlook
and any other statements about the future expectations, beliefs,
goals, plans or prospects of the board or management of Monster
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, 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 Monster's public filings with the
Securities and Exchange Commission (the "SEC"), including the "Risk
Factors" sections of Monster'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, Randstad Holding nv and Monster. Forward-looking
statements speak only as of the date the statement was made.
Monster undertakes no obligation to update or revise any
forward-looking statements except as required by law.
Notice to Investors
MNG's proposed partial tender offer for 10% of the common stock
of Monster 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. If the partial tender offer is commenced, Monster
may file with the SEC a Solicitation/Recommendation Statement on
Schedule 14D-9 with respect to the partial tender
offer. Investors are urged to read this document if and
when it becomes available, as well as any other relevant documents
Monster files with the SEC, carefully and in their entirety because
they will contain important information. Investors may
obtain a free copy of the Solicitation/Recommendation Statement and
other documents (when available) that Monster files with the SEC at
the SEC's website at www.sec.gov.
Randstad's tender offer for all shares of Monster's common stock
commenced on September 6, 2016, and, in connection with the
offer, Randstad, its parent, Randstad Holding nv, and its
subsidiary, Merlin Global Acquisition, Inc., filed a tender offer
statement on Schedule TO with the SEC and Monster filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC. Monster'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 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.
Monster and its directors and executive officers may be deemed
to be participants in the solicitation of consent revocations from
Monster stockholders in connection with the consent solicitation
conducted by MNG and certain of its affiliates. Information about
Monster officers and directors and their ownership of Monster
shares is set forth in the proxy statement for Monster's 2016
Annual Meeting of Stockholders, which was filed with the SEC on
April 28, 2016. Information about Monster officers and
directors is set forth in Monster's Annual Report on Form 10-K for
the year ended December 31, 2015, which was filed with the SEC
on February 11, 2016. Investors and security holders may
obtain more detailed information regarding the direct and indirect
interests of the participants in the solicitation of consent
revocations in connection with the consent solicitation conducted
by MNG and certain of its affiliates by reading the definitive
consent revocation statement filed with the SEC on October 18,
2016 in response to the consent solicitation. Monster's
stockholders are strongly advised to read such consent revocation
statement (including any amendments or supplements thereto) and any
other relevant documents that Monster will file with the SEC
because they contain important information. These
documents are available at no charge on the SEC's website at
www.sec.gov.
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SOURCE Monster Worldwide, Inc.