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UK — Offer for Spring Group Plc announced by Adecco UK HOLDCO Ltd, a fully owned company of Adecco SA

11 August 2009

The Adecco Group announces that it has today agreed to make a recommended public offer for the entire issued and to be issued share capital of Spring Group Plc. (SRG:LSE) at 62 pence in cash per Spring Group share.

Spring Group is a UK listed company, with sales of £517 million in 2008 and a net cash position of £40 million at the end of 2008. In their interim results for the six months to 30 June 2009 the company announced revenues down 10.5% to £224.3 million (2008: £250.5 million) and gross margin down to 11.7% from 13.6% .
The acquisition will be structured as a UK scheme of arrangement (a court-approved agreement between a company and its shareholders) of Spring Group and the total consideration payable will be approximately £108 million. The Offer is expected to complete during Q4 2009.


Patrick De Maeseneire comments: "Spring Group offers an excellent strategic fit and substantial synergy potential for Adecco in the UK staffing market. With this transaction, Adecco will strengthen its position in the fragmented UK market and further increase its professional staffing exposure.�

Commenting on the Offer, Amir Eilon, Chairman of Spring, said: “The current extremely testing market conditions make this a less than optimal time to be selling the company. In addition, Spring has invested in numerous initiatives that are expected to improve our conversion ratio and build our presence in overseas markets in the future. However, the board of Spring has had to take into account the illiquidity that applies to investors in small-cap companies. This illiquidity, in combination with the decision by ET Training, Spring’s 36 per cent shareholder, to provide an irrevocable commitment to accept the Offer from Adecco, leads the board to believe it is appropriate for Spring Shareholders to be given the opportunity to realise their investment in cash at a premium to the recent share price and unanimously recommends they accept the Offer.�

ET Training is part of Knowledge Universe, a US based education provider whose founder and Chairman is controversial financier and philanthropist, Michael Milken.
“After the successful completion of the transaction, Adecco intends to offer the current CEO of Spring Group, Peter Searle, the position of country manager of the combined operations of Adecco UK & Ireland and Spring Group. With his significant operational expertise and proven track record in the staffing industry, Peter will strengthen the management capabilities of Adecco in the UK & Ireland." Further information on this transaction is available at
http://www.adecco.com/InvestorRelations/Pages/Disclaimer2009Q2.aspx

In early trading Spring’s shares were up 16.9% to 61.00 GBX.

 

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