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Monster responds to MediaNews’ message to shareholders

October 25, 2016

Monster Worldwide Inc. (NYSE: MWW) Monday responded to MediaNews Group Inc.’s announcement to shareholders last week that it would buy another 10% of Monster shares for $3.70 per share if the Randstad acquisition does not go through. The deal would bring MediaNews’ holdings to 21.5%. MediaNews had also asked shareholders to approve a consent solicitation that would replace the current Monster board.

In an investor presentation with the US Securities and Exchange Commission, Monster responded that MediaNews’ offer to acquire more shares was a common tactic by activist shareholders.

Many of MediaNews’ leaders today were leaders of its predecessor, Affiliated Media and operating companies when that firm filed for bankruptcy in 2010, according to the presentation. In addition, MediaNews is controlled by Alden Global, an arm of Smith Management, which Monster describes as an activist hedge fund that also took Reader’s Digest into bankruptcy in 2013 after it had only recently emerged from a previous bankruptcy in 2010.

 Monster also argued in the presentation that MediaNews’ proposals ignore substantial action Monster has taken in the face of business headwinds, including expense cuts and divestitures. Randstad’s offer is the only option for Monster stockholders to receive an all-cash premium value for all their shares, the company argued.

Randstad, which released earnings today, is offering $3.40 per share for Monster.

“We have made a pretty good offer and we have the agreement of the board of Monster,” Randstad CFO Robert Jan van de Kraats told Reuters following the release of its earnings results today, adding that Randstad would “ultimately” not accept owning Monster while MediaNews remains a large minority shareholder. “But we think if we get 50.1% of the shares, that will bring us eventually to owning 100% of the shares,” he said.