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Randstad N.V. M&A Activity 2008

May 13, 2008

3880_iss_2008-05-13_2cd0f95e-45f7-4ed4-828a-1fbb5293af84.pdf

M&A Activity

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This is a joint announcement of Randstad Holding nv and Vedior N.V. This announcement is a public announcement as referred to in article 16 paragraph 1 and article 17 paragraph 1 of the Dutch Public Offers Decree (Besluit openbare biedingen Wft (the "DPOD"). This announcement may not be published, distributed, diffused or otherwise sent into the United States of America, Japan, Australia or Canada.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, 13 May 2008

Randstad declares the offer for Vedior unconditional

  • 93.46% of issued and outstanding Vedior shares tendered or held
  • Settlement on 16 May 2008
  • Statutory legal merger between Randstad and Vedior next step

With reference to the joint press releases of 1 April, 17 April, 22 April, 23 April, 7 May 2008 and the joint announcement of 2 April 2008, Randstad Holding nv ("Randstad Holding" or the "Offeror") and Vedior N.V. ("Vedior" or the "Company") are pleased to announce that all Offer Conditions have been satisfied and that the Offeror declares the recommended mixed cash and share exchange offer for all the issued and outstanding shares with a nominal value of EUR 0.05 each in the capital of Vedior (the "Offer")(excluding any shares held by Randstad Holding and its group companies but including any shares that may be issued by Vedior prior to the Settlement Date pursuant to the exercise of any Option(s), the "Shares"), unconditional (gestand doet).

Terms not defined herein shall have the meaning as set out in the offer memorandum and prospectus dated 1 April 2008 (the "Offer Memorandum").

"We regard this successful tender result as a vote of confidence in the combined group", says Ben Noteboom, CEO of Randstad Holding." We plan to move forward swiftly to be able to make optimal use of our combined strengths as soon as possible. This is in the best interest of all stakeholders. All our employees, from both sides, can focus as soon as possible on the new opportunities. Our clients can benefit from a broadened service portfolio. This stimulates growth, which, in combination with the ability to realize identified synergies quickly, benefits our shareholders."

"A historic moment for Vedior and Randstad and an achievement of both teams", says Tex Gunning, CEO of Vedior. "The combination will have a unique opportunity to 'shape the world of work' and contribute to value creation for all stakeholders. I have been impressed by our new colleagues and have great confidence in the future of the combined company."

Acceptances

During the initial Acceptance Period, which ended at 17.30 hours, Amsterdam time, on 9 May 2008 (the "Acceptance Closing Date"), 136,945,616 Shares have been tendered for acceptance under the Offer. The Shares tendered for acceptance under the Offer represent 78.48% of the issued and outstanding capital of Vedior and, based on the Offer Price per Share, as adjusted (as described

below), have an aggregate value of EUR 2.54 billion based on the Randstad Holding closing share price on the Acceptance Closing Date.

The Shares tendered under the Offer together with the 26,149,000 shares already held by Randstad Holding for its own account at the Acceptance Closing Date (14.98%) amount to a total of 163,094,616 Shares, which represent 93.46% of the issued and outstanding capital of Vedior.

Settlement

With reference to the Offer Memorandum, Shareholders who accepted the Offer shall receive the Offer Price per Share, which is cum dividend 2007, for each Share validly tendered (or defectively tendered provided that such defect has been waived by the Offeror) and delivered (geleverd) on the terms and subject to the conditions and restrictions of the Offer as described in the Offer Memorandum. As announced on 7 May 2008, as a result of the 2007 dividends of Randstad Holding and Vedior the Cash Consideration of the Offer Price per Share has been adjusted from EUR 9.50 per Share to EUR 9.55 per Share. Payment of the Offer Price per Share, as adjusted, shall occur on the Settlement Date, which will be on 16 May 2008.

Post Offer restructuring, liquidity and delisting

As soon as legally possible and practicable, the Offeror intends that the listing of the Shares on Euronext Amsterdam will be terminated. A delisting will adversely affect the liquidity and market value of the remaining Shares.

There will be no post Acceptance Period. As further described in Section 4.18 (Post Offer restructuring of Vedior) of the Offer Memorandum, Randstad intends to expeditiously effectuate a statutory legal merger (juridische fusie) in accordance with Part 7 of Book 2 of the Dutch Civil Code, as a result of which Vedior will disappear and Randstad will survive and acquire all assets and liabilities of Vedior by operation of law. Shareholders that have not tendered their Shares under the Offer during the initial Acceptance Period will then become, by operation of law, shareholders in Randstad Holding. Such statutory legal merger, which is subject to the required corporate authorizations, without a post Acceptance Period, aims to ensure rapid integration wherever necessary and to realise identified cost and tax synergies as soon as possible.

The Offeror may initiate any of the other post Offer restructuring measures as set out in Section 4.18 (Post Offer restructuring of Vedior) of the Offer Memorandum.

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.

This is a joint announcement of Randstad Holding nv and Vedior N.V. This announcement is a public announcement as referred to in article 16 paragraph 1 and article 17 paragraph 1 of the Dutch Public Offers Decree (Besluit openbare biedingen Wft (the "DPOD"). 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.