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Randstad N.V. — Delisting Announcement 2008
May 16, 2008
3880_iss_2008-05-15_9cbf71ff-bd86-4ab7-9e97-08c87b20d4cd.pdf
Delisting Announcement
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This is a joint announcement of Randstad Holding nv and Vedior N.V. This announcement may not be published, distributed, diffused or otherwise sent into the United States of America, Japan, Australia or Canada. This announcement does not constitute an extension into the United States of America, Japan, Australia or Canada of the offer mentioned in this announcement. This announcement does not constitute or form part of an offer to sell securities or the solicitation of an offer to buy securities.
Amsterdam, 15 May 2008
Share exchange ratio determined
Share exchange ratio for statutory legal merger determined at 0.67258 Randstad Holding share for each Vedior share
With reference to the joint press releases of 1 April, 17 April, 22 April, 23 April, 7 May 2008, 13 May 2008 and the joint announcements of 2 April 2008 and 14 May 2008, Randstad Holding nv ("Randstad Holding" or the "Offeror") and Vedior N.V. ("Vedior" or the "Company") hereby announce that the merger proposal and the explanatory notes thereto with respect to the statutory legal merger (juridische fusie) between Vedior and Randstad Holding have been signed by the Management Boards and Supervisory Boards of each of Vedior and Randstad Holding and will be submitted with the Chamber of Commerce on 16 May 2008.
As a result of the statutory legal merger, Vedior will disappear and Randstad Holding will survive and acquire all assets and liabilities of Vedior by operation of law. The remaining Vedior shareholders, who have not tendered their Vedior shares under the Offer during the initial Acceptance Period, will consequently by operation of law, become shareholders in Randstad Holding. This statutory legal merger, which is subject to approval by the general meeting of shareholders of Vedior, is intended to expedite integration and to realise the identified cost and tax synergies as soon as possible. A general meeting of shareholders of Vedior in which the merger proposal will be voted upon is expected to be held in the second half of June. Randstad, as a majority shareholder will in this general meeting vote in favour of the merger proposal.
Share Exchange Ratio
In exchange for each Vedior share, with a nominal value of EUR 0.05 each, Randstad Holding shall distribute by operation of law (toekennen) to the holder (other than Randstad Holding), 0.67258 Randstad Holding shares with a nominal value of EUR 0.10 each.
The share exchange ratio is based on the Offer Price of EUR 9.55 cash (as adjusted for declared 2007 dividend) and 0.32759 Randstad Holding shares for each Vedior share. On 13 May 2008, Randstad declared the Offer unconditional. The volume-weighted average price of the Randstad share on 13 May 2008 was EUR 27.682.
Therefore, the share exchange ratio is 0.32759 (the share consideration in the Offer) plus EUR 9.55 divided by EUR 27.682, which equals 0.67258.
Issue of new Randstad Holding shares at Settlement
Settlement of the Offer will occur on 16 May 2008. The number of Randstad Holding shares to be issued on 16 May is 45,035,668.
Application has been made for listing and admission to trading of the new Randstad Holding shares on Euronext Amsterdam by NYSE Euronext (ISIN: NL0000379121).
Integration progress
The Board of Management and Supervisory Board of Vedior have approved to start with the post Offer restructuring of Vedior's French activities in conformity with the terms as set out in section 4.19 of the offer memorandum and prospectus dated 1 April 2008 (the "Offer Memoradum"), subject to approval by the general meeting of shareholders of Vedior. This restructuring has no bearing on the statutory legal merger between Vedior and Randstad Holding or the share exchange ratio under such statutory legal merger and is, like the statutory legal merger, intended to expedite integration.
Offer Memorandum, Position Statement and further information
This announcement contains selected, condensed information regarding the Offer and does not replace the Offer Memorandum or the Position Statement. The information in this announcement is not complete and additional information is contained in the Offer Memorandum and the Position Statement. Shareholders are advised to review the Offer Memorandum and the Position Statement in detail and to seek independent advice where appropriate in order to reach a reasoned judgment in respect of the Offer and the content of the Offer Memorandum and the Position Statement.
(Digital) Copies of the Offer Memorandum and the Position Statement are available on the websites of Randstad Holding (www.randstad.com) and Vedior (www.vedior.com). Randstad Holding's and Vedior's websites do not constitute a part of, and are not incorporated by reference into the Offer Memorandum. Copies of the Offer Memorandum and the Position Statement are furthermore available free of charge at the head office of Randstad Holding and the Listing and Exchange Agent at the addresses mentioned below.
Copies of Vedior's articles of association, the amendments to Vedior's articles of association following Settlement and the future amendments following delisting of the Company), the annual consolidated financial statements of the Company for the Financial Year 2007, the Financial Year 2006 and the Financial Year 2005, as adopted by the general meeting of Shareholders of the Company, including notes and auditor's reports, which documents are incorporated by reference in, and form an integral part of, the Offer Memorandum, and copies of the Position Statement are available free of charge at the offices of Vedior and can be obtained by contacting Vedior at the address mentioned below and also on the website of Vedior (www.vedior.com).
Copies of Randstad Holding's articles of association, the amendments to Randstad Holding's articles of association, the annual consolidated financial statements of Randstad Holding for the Financial Year 2007, the Financial Year 2006 and the Financial Year 2005, as adopted by the Randstad Holding General Meeting, including notes and auditor's reports, which documents are incorporated by reference in, and form an integral part of, the Offer Memorandum, are available free of charge at the offices of Randstad Holding and can be obtained by contacting Randstad Holding at the address mentioned below and also on the website of Randstad Holding (www.randstad.com).
Randstad Holding nv
Diemermere 25 1112 TC Diemen P.O. Box 12600 1100 AP Amsterdam Z-O The Netherlands
Vedior N.V.
Jachthavenweg 109h 1081 KM Amsterdam P.O. Box 75173 1070 AD Amsterdam The Netherlands
The Listing and Exchange Agent
Rabo Securities, ECM/Syndication Amstelplein 1 1096 HA Amsterdam P.O. Box 94640 1090 GP Amsterdam The Netherlands
Enquiries
Randstad Holding
Bart Gianotten (investor relations) and Machteld Merens (media relations) Phone: +31 (0)20 569 56 23
Vedior
Jelle Miedema (company secretary) Phone: +31 (0)20 573 56 09
Randstad Profile
Randstad is the third largest staffing company in the world by revenue. The company offers a wide range of services that covers almost every aspect of HR services, from staffing, which includes finding temporary personnel (flexworkers and interim professionals) and permanent employees for clients, to the provision of a whole range of specialist services, such as HR consultancy and the management of HR processes. Randstad has close to 17,570 employees and 2,886 branches and inhouse locations in 20 countries around the world, primarily in Europe and North America. Randstad generated € 9.2 billion in revenue and € 554 million in EBITA in 2007. Randstad was founded in 1960 and is headquartered in Diemen, the Netherlands.
Vedior Profile
Vedior is the fourth largest recruitment company in the world by revenue. Vedior is a full-service recruitment provider with a diversified portfolio of brands targeting a broad range of industry sectors. The company has a global network of offices spanning Europe, North America, Australia, Asia, Latin America and Africa. Vedior offers temporary and permanent recruitment as well as a number of complementary employment-related services such as outplacement, HR outsourcing, payrolling and training. Vedior has a leading market position in the provision of professionals/executive recruitment in sectors such as information technology, healthcare, accounting, engineering and education. Vedior has a more diverse portfolio of recruitment services than any other recruitment company. Vedior has 15,933 employees and 2,530 branches in 52 countries around the world. In 2007, Vedior generated € 8.4 billion in revenue and € 369 million EBITA (excluding non-recurring items). Vedior is headquartered in Amsterdam, the Netherlands.