Recruit declares its public offer for USG People unconditional
(Thomson Reuters ONE) -
Joint press release
Highlights
* Recruit declares its recommended public offer for all shares in USG People
unconditional.
* 94.85% of Shares tendered for acceptance.
* All Offer Conditions have been satisfied or waived.
* Settlement will take place on 7 June 2016.
* Remaining Shares can be tendered in a Post-Closing Acceptance Period
commencing on 2 June 2016 and ending on 15 June 2016.
Tokyo, Japan and Almere, the Netherlands, 1 June 2016
Recruit and USG People today announce that Recruit has declared its previously
announced recommended public offer (the "Offer") for all of USG People's issued
and outstanding ordinary shares (the "Shares") unconditional. At 17:40 hours CET
on 30 May 2016, (the "Acceptance Closing Time"), approximately 94.85% of the
Shares had been tendered to Recruit pursuant to the Offer.
Acceptance
At the Acceptance Closing Time, 76,937,783 Shares, representing approximately
94.85% of the Shares and an aggregate value of approximately EUR
1,346,411,202.50 (at an Offer Price of EUR 17.50 per Share (cum dividend)), had
been tendered to Recruit pursuant to the Offer. Recruit waives the minimum
acceptance level condition, whilst all other conditions to the Offer, as
described in the Offer Memorandum, have been satisfied.
Settlement date
In accordance with the terms of the Offer, USG People shareholders
("Shareholders") who accepted the Offer will receive an amount in cash of EUR
17.50 per Share (cum dividend) (the "Offer Price") for each Share validly
tendered (or defectively tendered provided that such defect has been waived by
Recruit) and delivered (geleverd) under the terms and conditions and subject to
the restrictions of the Offer.
Settlement of the Offer will take place and payment of the Offer Price per
validly tendered Share shall be made on 7 June 2016 (the "Settlement Date").
Following the Settlement Date, Recruit will hold 76,937,783 Shares, representing
approximately 94.85% of the Shares.
post-closing acceptance period (na-aanmeldingstermijn)
Recruit grants those Shareholders who have not tendered their Shares during the
initial acceptance period the opportunity to tender their Shares in a post
closing acceptance period (na-aanmeldingstermijn) commencing at 09:00 hours CET
on 2 June 2016 and expiring at 17:40 hours CET on 15 June 2016 (the "Post
Closing Acceptance Period"). Shareholders can tender their Shares during the
Post Closing Acceptance Period in the same manner and subject to the same terms
and conditions as described in the Offer Memorandum.
Shareholders who tender their Shares during the Post Closing Acceptance Period
shall not have the right to withdraw such tendered Shares.
Shares validly tendered (or defectively tendered provided that such defect has
been waived by Recruit) during the Post Closing Acceptance Period will be
accepted immediately. Recruit shall procure payment for the Shares that are
validly tendered (or defectively tendered provided that such defect has been
waived by Recruit) and delivered (geleverd) during the Post Closing Acceptance
Period within five (5) Dutch Business Days of the last day of the Post Closing
Acceptance Period. Recruit cannot guarantee that Shareholders will receive the
payment within such period.
Recruit will publicly announce the results of the Post Closing Acceptance Period
and the total amount and total percentage of Shares held by it in accordance
with article 17, paragraph 4 of the Decree ultimately on the third (3(rd)) Dutch
Business Day following the last day of the Post Closing Acceptance Period.
GOVERNANCE AMENDMENTS, BOARD APPOINTMENTS and resignations
On the Settlement Date, the articles of association of USG People will be
amended (the "Amendment") to inter alia introduce a new board structure with a
one-tier board (the "New Board") comprising of three executive directors and
four non-executive directors. As per the Amendment taking effect, the
appointments of the following persons to the New Board will become effective:
i. Mr. Zandbergen as executive director with the title of Chief Executive
Officer;
ii. Ms. Geirnaerdt as executive director with the title of Chief Financial
Officer;
iii. Mr. Sakamoto as executive director with the title of Chief Integration
Officer; and
iv. Mr. Motohara, Mr. Oka, Mr. Maude and Mr. Nishimura as non-executive
directors, whereby Mr. Motohara is appointed as Chairman of the New Board.
Further, as per the Amendment taking effect, the resignations of all current
members of the Supervisory Board will become effective.
implications of the offer being declared unconditional
If, following the settlement date for Shares tendered during the Post Closing
Acceptance Period, Recruit holds at least 95% of the Shares, Recruit will
initiate a Statutory Buy-Out or Takeover Buy-Out as soon as possible in order to
acquire the remaining Shares not tendered. Reference is made to Section 5.16.2
(Buy-Out) of the Offer Memorandum.
No Dutch dividend withholding tax (dividendbelasting) is due upon disposal of
the Shares under the Buy-Out. The Dutch income tax consequences of the Buy-Out
are the same as the Dutch income tax consequences of the Offer.
Shareholders who have not tendered their Shares under the Offer should carefully
review the Offer Memorandum (in particular Sections 5.12 through 5.16), which
describe certain risks they are subject to if they elect not to accept the Offer
and certain measures Recruit may take to achieve its objective to acquire 100%
of the Shares.
These risks include the possibility that Recruit will initiate a Statutory Buy-
Out, Takeover Buy-Out or take any Post Closing Measures as referred to in
Sections 5.16.2 (Buy-Out) and 5.16.3 (Other Post Closing Measures) of the Offer
Memorandum.
Delisting
If, following the settlement date for Shares tendered during the Post Closing
Acceptance Period, Recruit holds 95% or more of the Shares, Recruit and USG
People will as soon as possible seek to procure (i) the delisting of the Shares
from Euronext Amsterdam and (ii) the termination of the listing agreement
between USG People and Euronext Amsterdam in relation to the listing of the
Shares. This may adversely affect the liquidity and market value of any listed
Shares not tendered. Reference is made to Sections 5.14 (Liquidity) and 5.15
(Delisting) of the Offer Memorandum.
Announcements
Any further announcement in relation to the Offer will be issued by press
release. Any joint press release issued by Recruit and USG People will be made
available on the website of USG People (www.usgpeople.com). Subject to any
applicable requirements under the Applicable Rules and without limiting the
manner in which Recruit may choose to make any public announcement, Recruit will
have no obligation to communicate any public announcement other than as
described above.
OFFER MEMORANDUM, POSITION STATEMENT and further information
Recruit has made the Offer on the terms and subject to the conditions and
restrictions contained in the Offer Memorandum. In addition, on 31 March 2016
USG People has made available the Position Statement, containing the information
required by article 18, paragraph 2 and Annex G of the Decree in connection with
the Offer.
The information in this announcement is not complete and additional information
is contained in the Offer Memorandum and the Position Statement. Terms not
defined herein shall have the meaning as set out in the Offer Memorandum.
Shareholders are advised to review the Offer Memorandum and the Position
Statement in detail and to seek independent advice where appropriate to reach a
balanced judgment in respect of the contents of the Offer Memorandum and the
Position Statement and the Offer itself. In addition, Shareholders may wish to
consult with their tax advisors regarding the tax consequences of tendering
their Shares under the Offer.
Digital copies of the Offer Memorandum are available on the website of USG
People (www.usgpeople.com). USG People's website does not constitute a part of,
and is not incorporated by reference into, the Offer Memorandum. Copies of the
Offer Memorandum are also available free of charge at the offices of the
Exchange Agent at the address mentioned below.
FOR MORE INFORMATION, PLEASE CONTACT:
The Exchange Agent:
ING Bank N.V. (Attention: Sjoukje Hollander/Remko Los)
Address: Foppingadreef 7, 1102 BD Amsterdam, the Netherlands
Location code TRC.02.039
Telephone: +31 20 563 6546
Fax: +31 20 563 6959
E-mail: iss.pas(at)ing.nl
The Information Agent:
Georgeson (Attention: Kirsten van Rooijen)
Address: Westplein 11, 3016 BM Rotterdam, the Netherlands
European Shareholder Toll-free Helpline: 00800 3817 3817
E-mail: usgpeople(at)georgeson.com
Recruit: USG People:
Graeme Maude Dirk Veerman
Managing Director of Business Corporate Director IR and
Development Communications
Global Staffing Business Telephone: +31 (0)36 529 95 25
Telephone: +44 (0) 7912 465 209 dveerman(at)usgpeople.com
press(at)r.recruit.co.jp
Advisors
In connection with the transaction, Recruit's financial advisor is Nomura
International plc, and its legal advisor is Linklaters LLP, Amsterdam office. On
behalf of USG People, Bank of America Merrill Lynch International Limited,
Amsterdam Branch is acting as financial advisors and Allen & Overy LLP,
Amsterdam office is acting as legal advisor.
Notice to U.S. holders of USG People Shares
The Offer is being made for the securities of USG People, a public limited
liability company incorporated under the laws of the Netherlands, and is subject
to Dutch disclosure requirements, which are different from certain United States
disclosure requirements. The Offer is being made in the United States in
reliance on, and compliance with, article 14(e) of the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder, including Regulation 14E. The Offer is being made in the
United States by Recruit and no one else, including its financial advisers.
In addition, Shareholders whose place of residence, seat or place of habitual
abode is the United States ("U.S. Shareholders") should be aware that the Offer
Memorandum has been prepared in accordance with Dutch format and style, which
differs from the United States' format and style. Furthermore, the payment and
settlement procedure with respect to the Offer will comply with the relevant
Dutch rules, which differ from United States payment and settlement procedures,
particularly with regard to the date of payment of consideration.
The receipt of cash pursuant to the Offer by a U.S. Shareholder will be a
taxable transaction for U.S. federal income tax purposes and may be a taxable
transaction under applicable state and local, as well as foreign and other tax
laws. Each Shareholder is urged to consult his independent professional adviser
immediately regarding the tax consequences of acceptance of the Offer.
It may be difficult for U.S. Shareholders to enforce their rights and claims
arising out of the U.S. federal securities laws, since Recruit and USG People
are located in a country other than the United States and incorporated under the
laws of Japan and the Netherlands, respectively, some or all of their officers
and directors are residents of a country other than the United States, and their
respective assets are located primarily outside of the United States. U.S.
Shareholders may not be able to sue a company seated outside of the United
States or its officers or directors in a non-U.S. court for violations of the
U.S. securities laws. Further, although U.S. Shareholders are not waiving their
rights under the U.S. federal securities laws by accepting the Offer, it may be
difficult to compel a company seated outside the United States and its
affiliates to subject themselves to a U.S. court's judgment.
In accordance with standard Dutch practice and pursuant to Rule 14e-5(b) of the
Securities Exchange Act, Recruit or its affiliates, nominees, or its brokers
(acting as agents), or affiliates of Recruit's financial advisers, may from time
to time make certain purchases of, or arrangements to purchase, directly or
indirectly, Shares outside of the United States, other than pursuant to the
Offer, before or during the period in which the Offer remains open for
acceptance, so long as those acquisitions or arrangements comply with applicable
Dutch law and practice and the provisions of the exemption provided under
Rule 14e-5 of the Exchange Act. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices. To
the extent required in the Netherlands any information about such purchases will
be announced by means of a press release in accordance with article 13 of the
Decree, an English language version of which will be disseminated in the United
States, and will be posted on the website of USG People (www.usgpeople.com) to
inform the Shareholders.
Restrictions
The information in this press release is not intended to be complete and for
further information reference is made to the Offer Memorandum. This announcement
is for information purposes only and does not constitute an offer or an
invitation to acquire or dispose of any securities or investment advice or an
inducement to enter into investment activity. In addition, the Offer made
pursuant to the Offer Memorandum is not being made in any jurisdiction in which
the making of the Offer or acceptance thereof would not be in compliance with
the securities laws or other laws or regulations of such jurisdiction or would
require any registration, approval or filing with any regulatory authority not
expressly contemplated by the terms of the Offer Memorandum.
Cautionary statement regarding forward-looking statements
This press release contains certain "forward-looking statements" and language
indicating trends, such as "anticipated" and "expected".
Any forward-looking statements apply only on the date of this press release and
are based on current expectations and convictions and, by their nature, are
subject to a number of known and unknown risks and uncertainties as a result of
which the actual results and performance may differ substantially from expected
future results or performance expressed or implied in the forward-looking
statements. The information and views contained in this press release may change
without prior notice, and neither Recruit nor USG People has the intention nor
the obligation to update forward-looking statements in this communication,
except insofar as it is obliged to do so by any applicable legislation or by the
rules of any stock exchange on which their respective shares may be traded.
Although Recruit and USG People believe that the assumptions upon which their
respective financial information and their respective forward-looking statements
are based are reasonable, they can give no assurance that these assumptions will
prove to be correct. Neither Recruit nor USG People, nor any of their advisors
accepts any responsibility for any financial or other information contained in
this press release relating to the business or operations or results or
financial condition of the other or their respective groups.
Disclaimer
The distribution of this press release may in some countries be restricted by
law or regulation. Accordingly, persons who come into possession of this
document should inform themselves of and observe these restrictions. To the
fullest extent permitted by applicable law, Recruit and USG People disclaim any
responsibility or liability for the violation of any such restrictions by any
person. Any failure to comply with these restrictions may constitute a violation
of the securities laws of that jurisdiction. Neither Recruit nor USG People, nor
any of their advisors assumes any responsibility for any violation by any person
of any of these restrictions. Any holder of shares of USG People who is in any
doubt as to his position should consult an appropriate professional advisor
without delay. This announcement is not for release, publication or
distribution, in whole or in part, in or into, directly or indirectly, Canada.
About Recruit
Founded in 1960, Recruit is a leading information services and human resources
company in Japan. Through a wide range of services, the Recruit Group is focused
on a variety of areas, including recruitment advertisement, employment
placement, staffing, education, housing and real estate, bridal, travel, dining,
beauty, automobiles and others. The Recruit Group has more than 36,000 employees
and operates all over the world.
For more information on Recruit, please visit http://www.recruit-rgf.com/.
About USG People
With revenue of ? 2.6 billion in 2015 USG People is one of the largest providers
of HR services in Europe with established and recognisable international brands.
The brand portfolio comprises Start People, Unique, Secretary Plus,
USG Professionals and Solvus.
Headquartered in the Dutch city of Almere, USG People is active in Belgium,
France, Germany and the Netherlands. USG People is listed on the Euronext
Amsterdam stock exchange and is included in the AMX Index.
For more information on USG People or any of its operating companies, please
visit our website at www.usgpeople.com.
Download this press release as pdf file:
http://hugin.info/130803/R/2016965/748245.pdf
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: USG People NV via GlobeNewswire
[HUG#2016965]
Unternehmensinformation / Kurzprofil:
Datum: 01.06.2016 - 08:31 Uhr
Sprache: Deutsch
News-ID 474856
Anzahl Zeichen: 19999
contact information:
Town:
Almere
Kategorie:
Business News
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"Recruit declares its public offer for USG People unconditional"
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