Monster Worldwide (MWW) Issues Response to MediaNews Group; Says Offer Would be 'Far Less' than Randstad's

October 21, 2016 2:22 PM EDT

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Monster Worldwide, Inc. (NYSE: MWW) commented on MediaNews Group, Inc.'s latest attempt to derail the Company's pending transaction with Randstad Holding nv, 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.

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