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Randstad N.V. — M&A Activity 2008
May 8, 2008
3880_iss_2008-05-07_7a66115d-c43a-4c2b-b69c-c7e2082ba6da.pdf
M&A Activity
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This is a joint announcement of Randstad Holding nv and Vedior N.V. This announcement may not be published, distributed, diffused or otherwise sent into the United States of America, Japan, Australia or Canada.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, 7 May 2008
Small adjustment of Offer Price per Share as a result of 2007 dividend
With reference to the joint press release of 1 April 2008, by which Randstad Holding nv and Vedior N.V. announced the launch of Randstad Holding's recommended mixed cash and share exchange offer (the "Offer") to all holders of issued and outstanding Vedior shares (the "Shares"), Randstad Holding and Vedior jointly announce that the Cash Consideration of the Offer Price per Share has been adjusted, from € 9.50 to € 9.55, as a result of the declared 2007 dividend.
As indicated in the joint press release of 1 April 2008 and section 4.3 of the offer memorandum dated 1 April 2008 (the "Offer Memorandum"), the Offer Price per Share is cum dividend. In the event that any 2007 dividend or other distribution on the Shares would be declared by Vedior (whereby the record date that is decisive for entitlement to such distribution takes place prior to Settlement), the Cash Consideration would be decreased by the full amount of any such distribution payable on each Share. In the event that any 2007 dividend or other distribution on the Randstad Holding share would be declared by Randstad Holding (whereby the record date that is decisive for entitlement to such distribution takes place prior to Settlement), the Cash Consideration would be increased by an amount equal to 32.759% of any such distribution on each Randstad Holding share.
At the annual general meeting of shareholders of Vedior held on 25 April 2008, the shareholders resolved to pay a 2007 dividend of EUR 0.36 per Share, payable on 6 May 2008 (record date 2 May 2008). At the annual general meeting of shareholders of Randstad Holding held today, the shareholders resolved to pay a 2007 dividend of EUR 1.25 per Randstad Holding share, payable on 28 May 2008 (record date 13 May 2008).
As a result of the 2007 dividend, and considering Settlement after 13 May 2008, the Cash Consideration of EUR 9.50 will be decreased by EUR 0.36 and increased by EUR 0.41 (32.759% of EUR 1.25) which leads to an adjusted Cash Consideration of EUR 9.55.
The acceptance period under the Offer closes at 17.30 hours, Amsterdam time, on 9 May 2008. Acceptances under the Offer must be made in the manner specified in the Offer Memorandum.
Offer Memorandum and further information
(Digital) Copies of the Offer Memorandum are available on the websites of Randstad Holding (www.randstad.com) and Vedior (www.vedior.com). Copies of the Offer Memorandum are furthermore available free of charge at the head office of Randstad Holding and the Listing and Exchange Agent at the addresses mentioned below.
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 N.V. 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.