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Netherlands – Monster shareholder seeks to replace board, CEO

03 October 2016

MediaNews Group Inc., the largest shareholder in Monster Worldwide Inc. (NYSE: MWW), announced on Friday that it will file a statement with the US Securities and Exchange Commission, stating its intention to seek the removal and replacement of the existing seven Monster directors. It also aims to replace Monster CEO Tim Yates.

Global staffing provider Randstad Holding agreed to acquire Monster in August for an enterprise value of approximately $429 million; MediaNews Group, which has an 11.6% ownership stake in Monster, opposes the deal.

MediaNews announced the board nominees in an open letter to Monster's shareholders. They include:

  • Daniel Dienst has been a director, chairman and/or CEO of four public companies, most recently serving as CEO of Martha Stewart Living Omnimedia Inc.
  • Joseph Anto is senior VP of strategy/M&A for MediaNews.
  • Ethan Bloomfield is a job board executive and entrepreneur.
  • Heath Freeman is president of Alden Global Capital LLC, a $1.6 billion investment firm, and vice chairman of MediaNews.
  • Kevin Gregson is Americas leader for insurance industry at Towers Willis Watson.
  • Lowell Robinson, is the former CFO of several media and technology companies including Advo and HotJobs and has served as a public board director.
  • Gregory Slayton, former US Chief of Mission to Bermuda, is a technology executive/investor and was an early investor and previously on the advisory boards of Google and Salesforce.com.

The letter also stated that its slate of nominees, if elected, will appoint Dienst as interim CEO while the new board conducts a search for a full-time CEO, and he would be considered for that position as well.

“We are confident that you will find the team of professionals we are nominating to be extremely well-qualified to serve as directors of Monster and that Mr. Dienst will have an immediate impact on the business if appointed CEO,” it said. “We will commence our formal solicitation once our solicitation statement passes through SEC review and goes ‘definitive’ which we hope will be within a few weeks.”

Monster Worldwide responded by recommending stockholders tender into Randstad offer, with a letter dated 30 September 2016:

"MNG, which is owned by activist hedge fund Alden Global Capital, is not offering Monster stockholders anything for their shares," said Tim Yates, CEO of Monster. "Instead, MNG's consent solicitation is an attempt to derail the Randstad transaction and take control of the Company without paying stockholders a control premium. The consent solicitation launched by MNG follows its accumulation of Monster shares after the Randstad transaction announcement, and does nothing to benefit existing Monster stockholders. As such, Monster's Board unanimously recommends that stockholders tender into Randstad's offer, which provides stockholders immediate and certain value."

Monster's Board of Directors stated that it unanimously believes the transaction with Randstad (represents the best path forward for Monster stockholders.

Alden Global Capital has made a large number of investments and takeovers in newspaper companies over recent years. Earlier this year, PR Newswire described Alden Global Capital as “a vulture fund, and is secretive even by hedge fund standards, with money stashed in notorious tax havens around the world.”