USG PEOPLE This is a joint press release by Recruit Holdings Co., Ltd. and USG People N.V., pursuant to the provisions of article 10, paragraph 3 and article 18, paragraph 3 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) in connection with the recommended public offer by Recruit Holdings Co., Ltd. for all the issued and outstanding ordinary shares in the capital of USG People N.V.
This announcement does not constitute an offer, or any solicitation of any offer, to sell or request to purchase or subscribe to any securities in USG People N.V. Any offer will be made only by means of the Offer Memorandum, which is available as of today. Terms not defined in this press release will have the meaning set forth in the Offer Memorandum. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Canada.
Recommended public cash offer by Recruit Holdings Co., Ltd. ("Recruit") for all the issued and outstanding ordinary shares ("Shares") of USG People N.V. ("USG People"), at an offer price of € 17.50 (cum dividend) per Share (the "Offer").
The Offer Price represents a premium of 31% to the closing price of the Shares of € 13.40 on
21 December 2015 and a premium of 31% to the average closing price of the Shares of € 13.40 over the 3-month period up to and including that date.
The Management Board and the Supervisory Board of USG People fully and unanimously support the Offer and unanimously recommend the shareholders to accept the Offer and tender their shares under
the Offer.
USG People's founding shareholder Mr. A.D. Mulder has irrevocably undertaken to support the Offer and tender his shareholding of approximately 19.87% in USG People.
Unconditional positive advice has been obtained from the Central Works Council of USG People.
Unconditional competition approval of the European Commission has been obtained.
The Acceptance Period commences on 1 April 2016 at 09:00 hours CET, and ends on 30 May 2016 at 17:40 hours CET, unless extended.
USG People today convenes its annual general meeting of shareholders to be held on 12 May 2016 at 14:00 CET at USG People's offices at P.J. Oudweg 61 in Almere, the Netherlands, in which meeting,
among other matters, the Offer will be discussed (the "AGM").
The Offer is subject to a minimum acceptance level of 95% of the Shares. Recruit may, in its sole discretion, waive this Offer Condition in case the aggregate number of Shares having been tendered represents at least 80% of the Shares.
In the event that Recruit acquires 95% of the Shares following the Settlement Date, Recruit will, as
soon as possible, initiate buy-out proceedings in order to acquire the remaining Shares.
Completion of the Offer is expected in June 2016.
Tokyo, Japan and Almere, the Netherlands, 31 March 2016
With the publication of the Offer Memorandum today, and with reference to the joint press releases of Recruit Holdings Co., Ltd. (Tokyo Stock Exchange: 6098) and USG People N.V. (Euronext Amsterdam: USG) on 22 December 2015 and 19 January 2016, Recruit and USG People hereby jointly announce that Recruit is making a recommended public cash offer for all issued and outstanding ordinary shares in the capital of USG People.
Recruit is making the Offer on the terms and subject to the conditions and restrictions contained in the offer memorandum dated 31 March 2016 (the "Offer Memorandum"). Shareholders tendering their Shares under the Offer will be paid in consideration for each Share validly tendered (or defectively tendered, provided that such defect has been waived by Recruit) and transferred under the Offer, and which has not been validly withdrawn, an amount of € 17.50 in cash (the "Offer Price").
The Offer Price includes any (interim) cash or share dividend and other distribution on the Shares that is or may be declared or paid in respect of any Share on or prior to the Settlement Date. USG People has agreed not to pay or declare any (interim) dividend or to make any other distribution until completion of the Offer.
The Offer values 100% of the Shares at approximately € 1.42 billion and represents an enterprise value of approximately € 1.61 billion.1The Offer thus values USG People at 16.0x enterprise value / EBITA over the last twelve months ending 30 September 2015.2The Offer represents a 31% premium to the closing share price of USG People of € 13.40 one day prior to the joint announcement on 22 December 2015, a 31% premium over the USG People's 3-month volume weighted average price of € 13.40 and a 41% premium over USG People's 12-month volume weighted average price of € 12.40 preceding 21 December 2015.
Recruit announced on 1 March 2016 that it has sufficient funds available to fulfil its obligations under the Offer and confirmed that it will be able to pay the aggregate amount of the Offer with cash available from its own available resources.
The combination of Recruit and USG People will create a leading global specialised provider of staffing and innovative human resources services. USG People provides Recruit with an established entry point into the continental European staffing market from which it can further realise its ambitions of becoming the world leader in human resources by around 2020.
USG People's current leading positions in local markets are fully complementary to Recruit's existing operations. At the same time, Recruit provides USG People the opportunity to realise its growth ambitions
Based on reported net financial debt of € 195 million as per 30 September 2015.
Based on last twelve months underlying EBITA of € 101 million as per 30 September 2015.
and its current strategy aimed at strengthening existing leadership positions, expanding exposure to growth markets, and expanding high added-value concepts. Together, the companies will be able to adapt faster to new market developments.
Recruit also provides USG People the opportunity to accelerate its dual track strategy, which is to improve its commercial and operational excellence of the core staffing activities, whilst continuing the development of technology-driven and innovative services that provide high added value to its customers.
Following a combination with Recruit, USG People will benefit from access to a global pool of expertise in staffing, managerial and operational excellence, as well as greater financial resources for potential future investment opportunities in its existing or new markets to deliver on the strategic growth objectives.
With its global reach and strong value proposition, the combined company will provide employees with expanded opportunities for development and growth.
GOVERNANCE OF USG PEOPLE AS PER THE SETTLEMENT DATEWith reference to the section of this press release headed 'Annual general meeting of shareholders of USG People', certain changes to the governance of USG People are subject to the approval of the Shareholders at the AGM.
NEW BOARD
On the Settlement Date, the articles of association of USG People will be amended 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.
The New Board will as of the Settlement Date be composed as follows:
Mr. Zandbergen, member of the current Management Board, will remain in office as an executive director with the title of Chief Executive Officer;
Ms. Geirnaerdt, member of the current Management Board, will remain in office as an executive
director with the title of Chief Financial Officer;
Mr. Sakamoto will be the third executive director, with the title of Chief Integration Officer; and
Mr. Motohara, Mr. Oka, Mr. Maude and Mr. Nishimura will be non-executive directors, and Mr. Motohara will also be the Chairman of the New Board.
All non-executive directors shall monitor and protect the interests of USG People and all of its stakeholders.
The resigning members of the Supervisory Board will be duly compensated in accordance with
USG People's current remuneration policy. There are no other payments to be made to, nor compensation arrangements made with, members of the Boards in connection with declaring the Offer unconditional.
LARGE COMPANY REGIME AND CENTRAL WORKS COUNCIL
As per the Settlement Date the amended articles of association shall reflect that the rules of the Dutch large company regime (structuurregime) shall no longer be applicable to USG People. At the same time, the articles of association of a newly to be incorporated company named USG People Holdings B.V., which will be a wholly owned subsidiary of USG People, shall be amended as to apply the rules of the Dutch large company regime (structuurregime) and the Central Works Council will be relocated to the level of
USG People Holdings B.V.
Recruit has committed to certain non-financial covenants with regard to inter alia (i) the joint strategy underpinning the business rationale of the Offer and all transactions contemplated therewith, (ii) the procurement of the identity and integrity of the USG People Group, (iii) the rights of minority shareholders and (iv) the rights and position of the employees of the USG People Group. The non-financial covenants are set out in detail in the Offer Memorandum and will expire on the fourth anniversary of the Settlement Date, except to the extent expressly provided otherwise in the Offer Memorandum.
After careful consideration, the Boards believe that the Offer represents a fair price for Shareholders and have come to the conclusion that the contemplated transaction is in the best interests of USG People, its Shareholders and its other stakeholders. The Boards believe that the Offer will deliver significant benefits to the Shareholders, employees, customers and other stakeholders of USG People.
With reference to the Position Statement (as defined below), the Boards fully support and unanimously recommend the Offer for acceptance to the Shareholders, and unanimously recommend voting in favour of all resolutions relating to the Offer that will be proposed at the AGM.
On 21 December 2015, Bank of America Merrill Lynch International Limited Amsterdam Branch issued a fairness opinion to the Management Board and ING Bank N.V. issued a fairness opinion to the Supervisory Board of USG People, as to the fairness as of that date, from a financial point of view, of the Offer Price to be paid to the Shareholders in the Offer. The full text of such fairness opinions, each of which sets forth the assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with each such opinion, are included in the Position Statement.
USG People today convenes its AGM in which, among other things, the Offer will be discussed. The AGM shall be held at 14:00 hours CET on 12 May 2016, at the offices of USG People at P.J. Oudweg 61 in Almere, the Netherlands.
At the AGM, among other things, the Offer will be discussed in accordance with article 18, paragraph 1 of the Decree. In connection with the Offer, the Shareholders are being asked to adopt resolutions to (i) amend the articles of association of USG People as per the Settlement Date, (ii) amend the articles of association of USG People and convert USG People into a Dutch private limited liability company as per the day of termination of the listing of the Shares on Euronext Amsterdam, (iii) appoint the members of the New Board, effective as per the Settlement Date and (iv) accept the resignation of, and grant full and final discharge from liability to, all resigning members of the Supervisory Board, effective as per the Settlement Date.
A position statement providing further information to the Shareholders as required pursuant to article 18, paragraph 2 of the Decree (the "Position Statement"), including the agenda for the AGM (and explanatory notes thereto), is made available by USG People as of today.
The Central Works Council has rendered an unconditional positive advice in respect of the Offer and all transactions contemplated therewith.
USG People NV issued this content on 31 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 31 March 2016 06:39:28 UTC
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