Adecco to acquire professional staffing firm MPS Group
(Thomson Reuters ONE) - Corporate news announcement processed and transmitted by Hugin AS.The issuer is solely responsible for the content of this announcement. ------------------------------------------------------------------------------------ The acquisition significantly strengthens Adecco's professionalstaffing business, making Adecco the world leader in this attractivemarket segmentZurich, Switzerland, October 20, 2009: Adecco Group, the world'sleading provider of HR solutions, announced today the acquisition ofMPS Group, Inc. ('MPS Group'), a leading provider of professionalstaffing services, for an enterprise value of EUR[1] 782 million, orUSD 13.80 per share. This acquisition will significantly enhanceAdecco's position in the professional staffing business, particularlyin the USA & Canada and the UK. Adecco expects the transaction to beaccretive on an adjusted EPS[3] basis in the first year and EVA[4]positive within three years.Patrick De Maeseneire, Chief Executive Officer of the Adecco Group,comments: "We are delighted to have MPS Group become part of theAdecco Group, in a move that will see Adecco taking the world-widelead in professional staffing. The acquisition of MPS Group is animportant step in Adecco's stated strategy to strengthen the highermargin professional staffing business, which offers attractive growthover the coming years. With this transaction and the successfulclosing of the Spring Group acquisition, Adecco's revenue mix issignificantly improved with close to 25% of group revenues to begenerated in the professional staffing business. This is up from 17%of group revenues based on 2008 results."MPS Group is a leading provider of specialty staffing, consulting,and business solutions across various professional business linessuch as information technology (Modis, Idea Integration), finance andaccounting (Accounting Principals and UK-based Badenoch & Clark),legal (Special Counsel), engineering (Entegee) and healthcare(Soliant Health). MPS Group is one of the largest professionalstaffing firms in North America and also has a strong position in theUK. In 2008, MPS Group generated revenues of EUR[2] 1.5 billion. MPSGroup achieved an average EBITDA margin of 6.3% between 2004 and2008.Joining forces with MPS Group will provide Adecco with a platform tosignificantly expand its professional staffing business in the USA &Canada and the UK. Together, Adecco and MPS Group provide compellingstaffing solutions to small & medium-size and large account clientsin the USA & Canada and UK.Additionally, acquiring MPS Group enhances Adecco's Managed ServiceProgram (MSP) and Recruitment Process Outsourcing (RPO) offeringthrough MPS Group's leading technology platform (Beeline). Together,both companies will become the leading provider of MSP and RPOservices and technology solutions. The flexibility to offer services,technology or combined programs is increasingly becoming a strategicadvantage within the HR industry as clients seek to outsource HRprocesses and to streamline their supplier relationships.Adecco expects the transaction to be accretive on an adjusted EPS[3]basis in the first year after closing. The acquisition will be EVA[4]positive within three years, in line with Adecco's value basedstrategy and financial discipline.The combination of Adecco and MPS Group offers attractive synergypotential through optimisation of the combined footprint andoperational / back-office functions, efficiency improvements, andelimination of public company costs. Adecco expects to achieve EUR 25million of annual synergies from the integration of MPS Group withintwo years, representing approximately 0.5% of the pro-forma 2008revenues of the USA & Canada and the UK. Integration costs areexpected to amount to approximately one times the annual synergies.MPS Group's board of directors unanimously recommends Adecco'sproposed offer to its shareholders. MPS Group's expertise inprofessional staffing is highly valued by Adecco and management isexcited by the infusion of talent MPS Group will bring to the AdeccoGroup. Adecco is also strongly committed to pursue a multi-brandstrategy including MPS Group's portfolio of leading professionalstaffing brands.Details of the transactionUnder the terms of the acquisition agreement, it is proposed that MPSGroup shareholders will receive USD 13.80 in cash for eachoutstanding MPS Group share the 'Offer', representing a premium of24% to the closing share price of USD 11.14 on October 19, 2009 and apremium of 27% to the volume weighted average share price of USD10.87 over the 30 days through to October 19, 2009. On an enterprisevalue basis, the Offer is EUR1 782 million, representing anenterprise value/revenue multiple of 0.5x based on MPS Group's 2008revenues and an enterprise value/EBITDA multiple of 9.9x based on theaverage EBITDA over the last five years.The transaction will be financed by Adecco's current cash resourcesas well as existing financing capabilities. Adecco is stronglycommitted to retain an investment grade rating. The transactionremains subject to the MPS Group shareholder vote and regulatoryapprovals. It is expected to close in the first quarter of 2010.Q3 2009 Market UpdateAdecco's trading in the third quarter of 2009 has developed fully inline with Adecco management expectations. Over the course of thethird quarter market conditions improved. Adecco will report Q3 2009results on November 5, 2009 at 7 a.m. (CET) 6 a.m. (GMT).Closing of the acquisition of Spring Group plcAdecco today also announced the successful closing of the acquisitionof Spring Group plc.Invitation to media and analyst conference callThere will be a media and analyst conference call at 10 a.m. (CET) 9a.m. (GMT). The dial-in numbers are as follows:UK / Global + 44 (0)207 107 06 11United States + 1 866 291 41 66Cont. Europe +41 (0)91 610 56 00Details for the webcast can be found at our Investor Relationssection at http://webcast.adecco.comContacts:Adecco Corporate Investor RelationsInvestor.relations(at)adecco.com or +41 (0) 44 878 89 89Adecco Corporate Press OfficePress.office(at)adecco.com or +41 (0) 44 878 87 87Forward-looking statementsInformation in this release may involve guidance, expectations,beliefs, plans, intentions or strategies regarding the future. Theseforward-looking statements involve risks and uncertainties. Allforward-looking statements included in this release are based oninformation available to Adecco S.A. as of the date of this release,and we assume no duty to update any such forward-looking statements.The forward-looking statements in this release are not guarantees offuture performance and actual results could differ materially fromour current expectations. Numerous factors could cause or contributeto such differences. Factors that could affect the Company'sforward-looking statements include, among other things: global GDPtrends and the demand for temporary work; changes in regulation oftemporary work; intense competition in the markets in which theCompany competes; changes in the Company's ability to attract andretain qualified internal and external personnel or clients; thepotential impact of disruptions related to IT; any adversedevelopments in existing commercial relationships, disputes or legaland tax proceedings.About the Adecco GroupThe Adecco Group, based in Zurich, Switzerland, is the world'sleading provider of HR solutions. With over 29,000 FTE employees andmore than 5,800 offices, in over 60 countries and territories aroundthe world, Adecco Group offers a wide variety of services, connectingmore than 500,000 colleagues with over 100,000 clients every day. Theservices offered fall into the broad categories of temporarystaffing, permanent placement, outsourcing, consulting andoutplacement. The Adecco Group is a Fortune Global 500 company.Adecco S.A. is registered in Switzerland (ISIN: CH0012138605) withlistings on the SIX Swiss Exchange (ADEN) and on Euronext in France(ADE).[1] Spot exchange rate: 1.49 USD/EUR[2] Average 2008 exchange rate: 1.47 USD/EUR[3] Excluding amortisation and integration costs[4] Based on Adecco's cost of capitalhttp://hugin.info/100102/R/1348505/324569.pdf --- End of Message ---Adecco SASagereistrasse 10 Glattbrugg SwitzerlandWKN: 922031; ISIN: CH0012138605; Index: SLCI, SMI, SPI, SMIEXP;Listed: Main Market in SIX Swiss Exchange;
Datum: 20.10.2009 - 06:47 Uhr
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