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MediaNews increases efforts to stop Randstad acquisition of Monster

October 21, 2016

MediaNews Group Inc. ramped up efforts to stop Randstad’s acquisition of Monster Worldwide Inc. (NYSE: MWW) by releasing a public letter to shareholders and announcing it would offer to buy 8,925,815 shares in Monster common stock for $3.70 per share if the Randstad deal is terminated. Randstad is offering $3.40 per share.

MediaNews describes itself as the second-largest US newspaper publisher. Its titles include The Denver Post, San Jose Mercury News and the Orange County Register. It also says it’s presently the largest single shareholder in Monster.

The announcement by MediaNews comes today as Monster announced third-quarter revenue fell 13% to $144.8 million. Monster also reported in its earnings announcement that it took noncash, pre-tax goodwill and other asset impairment charges of $182.2 million.

If MediaNews acquires all 8,925,815 shares, that would give it a 21.5% stake in Monster. MediaNews reported it cannot buy more than 25% of company or it will trigger a “change of control” clause under a Monster credit agreement.

In addition, MediaNews has asked Monster shareholders to approve its consent solicitation which would replace the current board with seven new members selected by MediaNews. They include:

  • Daniel Dienst, former CEO of Martha Stewart Living Omnimedia Inc.
  • Joseph Anto, senior VP at MediaNews Group Inc.
  • Ethan Bloomfield, CEO of vitalfew Inc. and former senior VP of sales and business development at ZipRecruiter Inc.
  • Heath Freeman, president of investment firm Alden Global Capital LLC and vice chairman of MediaNews Group Inc.
  • Kevin Gregson, Americas leader, Willis Towers Watson plc
  • Lowell Robinson, former senior executive VP and CFO for HotJobs.com, an online job board that was sold to Yahoo! for $500 million.
  • Gregory Slayton, managing director, Slayton Capital, and an early investor in Google and Salesforce.com.

If shareholders approve the consent solicitation, MediaNews reported it believes the new board will remove CEO Timothy Yates and appoint Dienst in his place on an interim basis until a new CEO will be found, according to a filing with the US Securities and Exchange Commission. Dienst would receive $100,000 per month.

MediaNews argues that it can revitalize Monster. According to its letter, MediaNews’ plans include:

  • “Reduce expenses by $100-$150 million through implementation of operational best practices.”
  • “Monetize non-core/underperforming assets that are not being valued at all in current stock price.”
  • “Reduce capital expenditures to be more in-line with competitors and other digital companies.”
  • “Simplify the product offering and increase sales productivity.”
  • “Focus marketing efforts on B2B customer acquisition and candidate acquisition, with a focus on ROI, and execute a rebranding campaign to attract millennials.”

MediaNews also reported in its SEC filing that Randstad could receive a termination fee of $9.0 million if the deal is terminated, but it does not believe Randstad would be eligible for monies under a breach of contract claim.