Dec. 22, 2015
Recruit Holdings Co.,Ltd.
Recruit Holdings Co., Ltd. (hereinafter the "Company")
hereby announces that it has decided at the Meeting of the Board of
Directors held today that the Company will launch tender offer
(hereinafter the "Tender Offer" or the "Deal") for all issued ordinary
shares (the "Shares") of USG People N.V. (Headquarters: Almere, the
Netherlands; CEO: Rob Zandbergen; hereinafter "USG"), a staffing company
listed on the Euronext Amsterdam Stock Exchange which operates in
Europe mainly in the Netherlands, through the Company's subsidiary to be
established in the Netherlands. The Company and USG have reached
conditional agreement (the "Merger Protocol") on the Tender Offer. With
this Deal, the Company aims to make USG into its consolidated subsidiary
by acquiring 100% of the outstanding ordinary shares in USG.
The Tender Offer is friendly and has been endorsed
unanimously by the Management Board and Supervisory Board of USG. In
addition, Alex Mulder, the founder of USG whose shareholdings accounts
for approximately 19.8% of the Shares in USG has agreed to accept the
Tender Offer.
At the same time, the Company has also made an
announcement in the Netherlands of the Deal in accordance with the
regulations on a tender offer in the Netherlands. Please note that the
Deal does not fall under the tender offer set forth in Article 27-2,
Paragraph 1 of the Financial Instruments and Exchange Act of Japan.
1. Purpose of the acquisition of the shares
The Recruit Group aspires to become the global No. 1 company in the
business domain of human resource operations by 2020, and is pursuing
the expansion and reinforcement of its business through proactive
M&As to grow overseas businesses further in addition to promoting
sustainable growth of the domestic businesses. In particular, with
respect to the staffing business, the Company is confident, through its
acquisition in 2010 of the U.S. staffing company The CSI Companies,
Inc., that the management strategies it has developed through its
domestic staffing business are also effective in the staffing business
overseas, and thus completed the acquisitions of STAFFMARK HOLDINGS,
INC., a U.S. staffing company, in 2011; ADVANTAGE RESOURCING AMERICA,
INC. and Advantage Resourcing Europe B.V., which operate the staffing
business in the U.S. and Europe, in 2011; as well as Peoplebank Holdings
Pty Ltd and Chandler Macleod Group Limited, Australian staffing
companies, and Attero, Inc., a U.S. staffing company, in 2015. In order
to further accelerate and expand this effort, the Company has decided to
make this proposal to USG, which engages in comprehensive staffing
business in the Netherlands, Belgium, France and Germany.
USG is the comprehensive staffing company with
consolidated group net sales of €2,355 million and consolidated EBITDA
of €92 million (for the year ended December 31, 2014), ranked 12th* in
the world. The Company will pursue further increase in revenue and
profit going forward by integrating its staffing business knowhow
accumulated in Japan and the U.S., etc. together with USG's experience
and customer base in staffing segment in Europe.
*Sources: Staffing Industry Analysts 2015 - Global 100 The World's largest Staffing & Recruitment Firms.
2. Outline of the Tender Offer
(1) Outline of USG
(Note)
- 1.USG is listed on the Euronext Amsterdam Stock Exchange.
- 2.Consolidated financial results and financial position include the figures of subsidiaries acquired set forth in 4.
(2)Offering period
Upon approval obtained from the authorities of the
Netherlands (Stichting Autoriteit Financiële Markten) on the offering
memorandum of the Deal and other terms, the Tender Offer is currently
planned to be open for 8 to 10 weeks (note that there is a potential
extension of such time period) which is expected to start in FY2015.
(3)Offering price and basis for the calculation
The offering price is expected to be €17.50 per share
of USG. The offer price represents a 30.6% premium over the closing
price of 21 December 2015, a 30.6% premium over USG's 3 month volume
weighted average price ("VWAP") and a 41.1% premium over USG's 12 month
VWAP preceding December 21, 2015.
The Company has been consulting its financial adviser, Nomura Securities Co., Ltd., for the valuation of the offer price.
(4)Number of shares to be offered
By this Tender Offer, the Company ultimately intends
to acquire 100% of the Shares in USG subject to the satisfaction of
minimum acceptance level of at least 95% of the Shares.
(5)Required funds
The acquisition of 100% of the outstanding shares in
USG, etc., if the Tender Offer is successfully completed, will amount to
€1,420 million (approximately ¥188.5 billion, using the exchange rate
of €1 to ¥132.83).
(6)Recommendation by USG
This Tender Offer is a friendly offer as it has been endorsed unanimously by the Management Board and Supervisory Board of USG.
(7)Others
USG's founding shareholder, Mr. Alex Mulder, has
irrevocably confirmed to support the offer and tender his shareholding
of approximately 19.8% in USG.
And the completion of the Tender Offer will be subject to the
satisfaction of the conditions such as all required competition
clearance having been obtained.
3. Outline of subsidiary acquiring shares (Scheduled)
4. Outline of subsidiary acquired
USG, Start Holding B.V., Start People B.V., Unique N.V., Start People
N.V., USG People Interservices N.V., and USG People France SAS have
more capital than 10% of the capital of the Company. Thus,
aforementioned companies will be defined as special subsidiary companies
after the share acquisition.
(1) Start Holding B.V.
(2) Start People B.V.
(3) Unique N.V.
(4) Start People N.V.
(5) USG People Interservices N.V.
(6) USG People France SAS
5. Financing
The Company intends to fund the Tender Offer through cash on its balance sheet and partially through debt financing.
6. Number of shares to be acquired, acquisition price, and shares held before and after the acquisition
(Note)
- The sum of consideration for common stock of USG converted at
¥132.83 to €1 and estimated amount of advisory fees, etc. is listed as
total acquisition price (estimated amount).
7. Schedule
8. Impact on the consolidated financial results
The Deal has no material impact on the consolidated financial results
for the year ending March 31, 2016. The contribution to the
consolidated financial results is expected to start in FY2016, if the
Deal is successfully completed.
Latest IR materials
Results for FY 2015 - Year Ended March 31, 2016 -
2nd Quarter
Nov. 10, 2015