USG PEOPLE : Recruit and USG People agree on recommended all-cash offer for all USG People shares

This is a joint press release by Recruit Holdings Co., Ltd. and USG People N.V., pursuant to the provisions of Section 5 Paragraph 1 and Section 7 Paragraph 4 of the Decree on Public Takeover Bids (Besluit Openbare Biedingen Wft) in connection with the intended public offer by Recruit Holdings Co., Ltd. for all the issued 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 a separate offer memorandum specifically published for this purpose, subject to the applicable rules and regulations in the Netherlands. This announcement is not for release, publication or distribution, in whole or in part, in or into, directly or indirectly, Australia, Canada or the United States of America.

• Recruit and USG People reach conditional agreement on an all-cash tender offer of € 17.50 per USG People share.
• The offer price represents a 31% premium over the closing price of 21 December 2015, a 31% premium over USG People's 3 month volume weighted average price ("VWAP") and a 41% premium over USG People's 12 month VWAP preceding 21 December 2015.
• The offer represents an equity value for USG People of € 1.42bn and an enterprise value of € 1.61bn^{[1]:
  #_ftn1} valuing USG People at 16.0x Enterprise Value / EBITA over the last twelve months^{[2]:
  #_ftn2}.
• The offer is unanimously recommended and supported by USG People's Executive and Supervisory Boards.
• USG People's founding shareholder Mr. Alex Mulder has irrevocably committed to support the offer and tender his shareholding of approximately 19.8% in USG People.
• The transaction will create a leading specialised provider of Staffing and innovative HR services with true global presence in Japan, continental Europe, the United Kingdom, the United States of America and Australia.
• The transaction provides Recruit with an established entry platform into the continental European staffing market supporting future growth of Recruit's activities in the region.
• Present USG People management will lead the continental European staffing business.
• USG People's star brands will remain in place, recognising the strong offering and service to customers.

Tokyo, Japan and Amsterdam, the Netherlands, 22 December 2015

Recruit Holdings Co., Ltd. ("Recruit") (Tokyo Stock Exchange: 6098) and USG People N.V. ("USG People") (Euronext Amsterdam: USG) jointly announce today that they have reached conditional agreement on a merger protocol (the "Merger Protocol") related to a recommended all cash offer by Recruit for all issued ordinary shares of USG People (the "Shares") at an offer price of € 17.50 (the "Offer Price") per ordinary USG People share, subject to customary conditions (the "Offer"). Through this transaction both Recruit and USG People will realise important strategic objectives, creating a truly global specialised provider of Staffing and innovative HR services.

This Offer represents a 31% premium to the closing share price of USG People of € 13.40 on 21 December 2015, the day before this announcement, 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. The Offer values USG People at 16.0x Enterprise Value / EBITA over the last twelve months ending 30th of September. USG People has agreed not to pay or declare any (interim) dividend or to make any distribution in kind until completion of the transaction.

Masumi Minegishi, Chairman of the Board of Directors and Chief Executive Officer of Recruit: "Recruit's midterm vision is to become the world leader in human resources by around 2020, in terms of number of positions filled. To achieve this, we are seeking to grow our business platforms in Japan and abroad organically and through acquisitions. The acquisition of USG People is perfectly aligned with this strategy. Recruit has proven its ability to drive profitable growth through mergers and the Board of Directors is deeply committed to supporting the continuation of this journey. Following our acquisitions in the United States, the United Kingdom and Australia we are now taking the next step by entering the continental European market. We are excited by USG People, which we see as a strong business that operates fantastic brands and has a deep understanding and expertise of the markets it operates in. Together with USG People, we aim to become a recognised industry leader in Europe. The time has now come to take another significant step forward. We see great long-term potential in combining USG People with Recruit."

Rob Zandbergen, Chief Executive Officer of USG People: "Recruit's offer to join forces with our organisation brings attractive perspectives for all our stakeholders. A combination with Recruit, a successful global organisation, provides the opportunity to accelerate our growth and innovation development and to strengthen our position in continental Europe considerably, all this being in the interest of our customers and employees. Together we have the ability to accelerate the execution of our strategy. Recruit and USG People share common ambitions and similar company cultures and values. Also geographically, the companies are highly complementary with no overlap with the current operations of Recruit in staffing activities, hence the current USG People organisation will serve as the basis for the realisation of our joint growth ambition in the continental European market, giving ample opportunities to USG People's employees."

Cees Veerman, Chairman of the Supervisory Board of USG People: "The Supervisory Board has thoroughly discussed and reviewed USG People's strategic options over the past year. The proposal to team up with Recruit has been considered carefully. Following the divestments of USG People Energy and the General Staffing activities in 2013 USG People has brought back the multibrand to four distinct star brands in our four core geographies in 2014. Geared towards commercial and operational excellence and the investments undertaken in innovative companies and digitisation, we are convinced that the best way forward for USG People and all its stakeholders is to join forces with Recruit. The employees and management of USG People have done a great job in improving the operational and financial performance. The merger affords the opportunity to provide access to greater resources to ensure the realisation of our strategy."