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Monster disputes shareholder’s opposition to sale

August 25, 2016

Monster Worldwide Inc. (NYSE: MWW) affirmed its support for the sale of the company to global staffing provider Randstad Holding nv in a letter to shareholders dated Aug. 19.

Monster and Randstad announced the $429 million deal earlier this month, but last week, Monster’s largest shareholder — MediaNews Group Inc. — opposed the transaction, stating the deal undervalues the company.

“MNG is not offering you anything for your shares,” Monster’s letter stated. “They are asking you to turn down a significant cash premium NOW in the hope of a possibility that your shares may be worth more sometime in the future.”

Monster said MediaNews Group’s hopes are “pinned on incorrect and unsupportable assumptions,” and listed the following rebuttals to MediaNews’ proposals.

  • Calls for draconian expense cuts, ignoring that more than $100 million of annual operating expenses have already been cut over the past several years.
  • Calls for reducing capital expenditures, ignoring that capital expenditures have already been cut by about 50% over the past several years; capital expenditures at the current reduced levels are needed for product enhancements to meet current, intensified competition.
  • Calls for divesting assets, ignoring that non-core or underperforming assets have already been divested.
  • Ignores that competition is intensifying from companies that are owned by substantially larger and better-capitalized parents that can afford to compete aggressively on product pricing in pursuit of market share.

Monster also quoted a post-announcement report from analyst Avondale Partners, which said, “We contend that termination of the Randstad offer would be disastrous for MWW shareholders.”