UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)
Monster Worldwide, Inc.
(Name of Subject Company (Issuer))
Merlin Global Acquisition, Inc.
(Offeror)
a wholly-owned subsidiary of
Randstad North America, Inc.
(Parent of Offeror)
a wholly-owned subsidiary of
Randstad Holding nv
(Names of Filing Persons (Other Person))
| COMMON STOCK, $0.001 PAR VALUE |
611742107 | |
| (Title of Class of Securities) | (CUSIP Number of Class of Securities) |
Jay P. Ferguson, Jr.
Chief Legal Officer
Randstad North America, Inc.
3625 Cumberland Blvd., Suite 600
Atlanta, GA 30339
(770) 937-7112
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)
Copies to:
R. Kenneth Boehner, Esq.
Joel May, Esq.
Jones Day
1420 Peachtree Street, Suite 800
Atlanta, Georgia 30309
(404) 581-3939
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $414,770,086.80 | $ 41,767.35
|
| * | Estimated solely for purposes of calculating the filing fee pursuant to Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Transaction Valuation was calculated on the basis of (a) 121,991,202 shares of common stock, $0.001 par value per share, of Monster Worldwide, Inc. (the “Shares”), which is the estimated maximum number of Shares that may be acquired in this tender offer (representing (i) 89,071,628 Shares issued and outstanding (including restricted Shares); (ii) up to 25,110,292 Shares issuable pursuant to outstanding 3.50% Convertible Senior Notes due 2019 of Monster Worldwide, Inc. (the “Notes”), to the extent the Notes may be converted into Shares in accordance with their terms; (iii) up to 60,816 Shares issuable upon the exercise of outstanding options; and (iv) up to 7,748,466 Shares issuable upon the vesting of outstanding restricted stock units and performance Shares (assuming “target” performance for each applicable performance measure)), multiplied by (b) the offer price of $3.40 per Share. The foregoing share figures have been provided by the issuer to the offerors and are as of September 1, 2016, the most recent practicable date. |
| ** | The filing fee was calculated in accordance with Rule 0-11 under the Exchange Act and equals $100.70 per $1,000,000 of transaction value. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid |
$41,767.35 | Filing Party: Merlin Global Acquisition, Inc. and Randstad North America, Inc. | ||||
| Form of Registration No.: |
Schedule TO | Date Filed: September 6, 2016 | ||||
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer.
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed on September 6, 2016 with the Securities and Exchange Commission (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer (the “Offer”) by Merlin Global Acquisition, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Randstad North America, Inc., a Delaware corporation (“Parent”), a wholly-owned subsidiary of Randstad Holding nv (“Holding”), to purchase any and all issued and outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Monster Worldwide, Inc., a Delaware corporation (“Monster”), at a price of $3.40 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 6, 2016 (the “Offer to Purchase”) and in the related Letter of Transmittal which, together with any amendments or supplements thereto, collectively constitute the “Offer.”
Except as otherwise indicated in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(I) Statement issued by Holding on September 30, 2016
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 30, 2016
| RANDSTAD HOLDING NV | ||
| By: | /s/ Jacques van den Broek | |
| Jacques van den Broek | ||
| Chief Executive Officer | ||
| RANDSTAD NORTH AMERICA, INC. | ||
| By: | /s/ Linda Galipeau | |
| Linda Galipeau | ||
| Chief Executive Officer | ||
| MERLIN GLOBAL ACQUISITION, INC. | ||
| By: | /s/ Linda Galipeau | |
| Linda Galipeau | ||
| President | ||
EXHIBIT INDEX
(a)(5)(I) Statement issued by Holding on September 30, 2016
Exhibit (a)(5)(I)
Randstad Comments on MediaNews Group’s Actions Against Monster Worldwide
September 30, 2016
AMSTERDAM, NETHERLANDS – Randstad Holding nv (AMS: RAND), a leading human resources services provider, today issued the following statement in response to MediaNews Group’s announcement related to Randstad’s announced acquisition of Monster Worldwide:
Randstad has full confidence in its proposed transaction to acquire Monster Worldwide, Inc. We believe our terms deliver substantial and certain value for MWW shareholders.
About Randstad
Randstad specializes in solutions in the field of flexible work and human resources services. Our services range from regular temporary staffing and permanent placements to Inhouse Services, Professionals, Search & Selection, outplacement, and HR Solutions. Randstad Group is one of the leading HR services providers in the world, with top-three positions in Argentina, Belgium & Luxembourg, Canada, Chile, France, Germany, Greece, India, Mexico, the Netherlands, Poland, Portugal, Spain, Switzerland, the UK, and the United States, as well as major positions in Australia and Japan. In 2015, Randstad had approximately 29,750 corporate employees and around 4,473 branches and Inhouse locations in 39 countries around the world. Randstad generated revenue of €19.2 billion in 2015. Randstad was founded in 1960 and is headquartered in Diemen, the Netherlands. Randstad Holding nv is listed on the Euronext Amsterdam, where options for stocks in Randstad are also traded. For more information, see www.randstad.com.
Additional Information
This press release and the description contained herein is for informational purposes only and is not a recommendation, an offer to buy, or the solicitation of an offer to sell any shares of Monster’s common stock. Randstad North America, Inc. (“Randstad”), Randstad’s wholly-owned subsidiary, Merlin Global Acquisition, Inc. (“Merger Sub”) and Randstad’s parent company, Randstad Holding nv (“Holding”), have filed with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO containing an offer to purchase (the “Offer to Purchase”), a form of letter of transmittal (the “Letter of Transmittal”) and other related documents and Monster has filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. THESE DOCUMENTS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER AND MONSTER SHAREHOLDERS ARE URGED TO READ THEM CAREFULLY. Shareholders of Monster may obtain a free copy of these documents and other documents filed by Monster, Randstad, Merger Sub or Holding with the SEC at the website maintained by the SEC athttp://www.sec.gov. The Schedule TO is available on Randstad’s website.
The Offer to Purchase is not being made to holders of (nor will tenders be accepted from or on behalf of holders of) shares of Monster’s common stock in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In those jurisdictions where applicable laws or regulations require the Offer to Purchase to be made by a licensed broker or dealer, the Offer to Purchase shall be deemed to be made on behalf of Merger Sub by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by Randstad, Merger Sub or Holding.
Forward-Looking Statements
The statements included in this press release contain forward-looking statements, which are generally statements that are not historical facts. Forward-looking statements can be identified by the words “expects,” “anticipates,” “believes,” “intends,” “estimates,” “plans,” “will,” “outlook” and similar expressions. Forward-looking statements are based on management’s current plans, estimates, assumptions and projections, speak only as of the date they are made and include without limitation statements regarding the planned completion of the tender offer and the merger, statements regarding the anticipated filings and approvals relating to the tender offer and the merger, statements regarding the expected completion of the tender offer and the merger and statements regarding the ability of Merger Sub to complete the tender offer and the merger considering the various closing conditions. Randstad and Monster undertake no obligation to update any forward-looking statement in light of new information or future events, except as otherwise required by law. Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and are generally beyond the control of either company, including the following: (a) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement? (b) the inability to complete the transaction due to the failure to satisfy conditions to the transaction? (c) that there can be no assurance that the European Commission will consider the Form CO notification complete, that the merger review will not be extended further or that the European Commission will not refer the whole or part of the case to the competent authorities of an EU member state; (d) the risk that the proposed transaction disrupts current plans and operations? (e) difficulties or unanticipated expenses in connection with integrating Monster into Randstad? (f) the risk that the acquisition does not perform as planned? and (g) potential difficulties in employee retention following the closing of the transaction. Actual results or outcomes may differ materially from those implied by the forward-looking statements as a result of the impact of a number of factors, many of which are discussed in more detail in the public reports of each company filed or to be filed with the SEC or the Amsterdam Stock Exchange.
Contacts
For Randstad Investors:
Arun Rambocus (Director Investor Relations)
+31 20 569 5940
+31 6206 18370 (Mobile + WhatsApp)
arun.rambocus@randstadholding.com
For Randstad Media:
Machteld Merens (Director Group Communications)
+31 20 569 1732
machteld.merens@randstadholding.com