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Monster board rejects MediaNews’ partial tender offer

October 27, 2016

Monster Worldwide Inc.’s (NYSE: MWW) board on Wednesday unanimously rejected the partial tender offer made by an affiliate of shareholder MediaNews Group Inc. to acquire up to approximately 10% of the outstanding shares of common stock of Monster at a price of $3.70 per share.

“Monster's Board and management team are committed to maximizing value for all stockholders,” said Monster CEO Tim Yates said in a statement. “MNG’s partial tender offer represents yet another attempt by MNG to derail Monster’s transaction with Randstad in order for MNG to take control of the company without paying a control premium to all Monster stockholders. The Monster board unanimously reaffirms its recommendation that Monster stockholders tender their shares into Randstad's $3.40 per share all-cash premium offer.”

Randstad received clearance from the European Commission for its acquisition of Monster, the last regulatory approval required with respect to its tender offer for outstanding shares of common stock of Monster.

Monster’s board argued MediaNews’ partial tender offer is illusory and is subject to conditions that serve MediaNews’ interests, not those of Monster’s stockholders, including:

  • The partial tender offer is subject to the successful completion of MediaNews’ separate consent solicitation seeking to replace the current members of the Monster board.
  • It is also subject to Monster’s stock trading at a closing price of at least $3.00 per share every trading day, including following the termination of the Randstad transaction and throughout any extension of the MediaNews offer, when the pre-Randstad closing stock price was $2.77 per share and research analysts have suggested a price target as low as $2.00 per share if the Randstad deal were terminated.
  • The partial tender offer is further subject to the termination of the Randstad tender offer and merger agreement.

The Monster board also asserts that, based upon the price of Monster's shares before the announcement of the Randstad transaction, the blended value of MediaNews’ partial tender offer would be less than Randstad's all-cash offer of $3.40 per share.