FORT LAUDERDALE, Fla.,
July 20, 2011 /PRNewswire/ -- SFN
Group, Inc. (NYSE: SFN), a leading strategic workforce solutions
company, today announced it has entered into a definitive agreement
to be acquired by Randstad Holding nv (Euronext Amsterdam: RAND.AS)
for $14.00 per common share through a
cash tender offer, which values the Company's equity at
approximately $770 million.
This represents a premium of 53% over SFN Group's closing
share price on July 19, 2011 and a
49% premium over SFN Group's volume weighted average closing share
price over the 30 days ended July 19,
2011.
The transaction, which is subject to customary closing
conditions, including regulatory approvals and the tender of
greater than 50% of SFN Group's outstanding shares, has been
unanimously approved by the Board of Directors of SFN Group.
The transaction is not subject to a financing contingency and
will be financed through borrowings under Randstad's existing
credit lines. The transaction is expected to close late in
the third quarter of 2011. Further transaction details are
included in Randstad's transaction related announcement made today
and in the documents we file with the Securities and Exchange
Commission (the "SEC") as they become available.
Randstad, based in The
Netherlands, is a leading global provider of HR
services.
SFN Group president and CEO, Roy G.
Krause, commented, "This transaction creates immediate
shareholder value. The executive management and I are
confident that the combination of our two companies is a strong
strategic fit that will not only deliver expanded service offerings
for our clients in North America,
but also creates opportunities to service them on a global basis.
Both companies have complementary cultures and values which
will provide growth opportunities for our staff associates."
Foros is acting as financial advisor and Jones Day is acting as legal advisor to SFN
Group.
INVITATION TO ANALYST CONFERENCE CALL
Management of SFN Group and Randstad will host an analyst
conference call on July 21, 2011 at
8:00 a.m. Eastern time to discuss
information contained in the release. The call may be accessed in
one of the following ways:
Via the Telephone:
Please dial +1 718 354 1226 (USA); +44(0)208 817 9301 (United Kingdom) or +31 (0) 20 7965 213
(Netherlands).
The access code: 5308602
Via the Internet:
You can listen to the conference call through real time audio
webcast. For the conference call and webcast, pre-registration is
not necessary. Shortly before the presentation starts, a slide
presentation will be available on Randstad's website:
http://www.ir.randstad.com/presentations.cfm.
Replay:
A replay of the presentation and Q & A session will be
available on Randstad's website by the end of the day.
SECOND QUARTER EARNINGS RELEASE DATE
SFN Group will release financial results for the second quarter
ended June 26, 2011, after market
close on Wednesday, July 27,
2011.
ABOUT SFN Group, Inc.
SFN Group, Inc. (NYSE: SFN) is a strategic workforce
solutions company that provides professional services and general
staffing to help businesses more effectively source, deploy and
manage people and the work they do. As an industry pioneer,
SFN Group has sourced, screened and placed millions of individuals
in temporary, temp-to-hire and full-time jobs for more than 65
years.
With approximately 560 locations in the United States and Canada, SFN Group delivers strategic workforce
solutions that improve business performance. From outsourcing
to technology to professional services to staffing, SFN Group
delivers the best combination of people, performance and service to
improve the way work gets done. It provides its services to
approximately 8,000 customers, from Fortune 500 companies to a wide
range of small and mid-size organizations. The company
employs more than 170,000 people annually through its network and
is one of North America's largest
employers. SFN Group provides its solutions through a family of
specialized businesses: Technisource, Tatum, The Mergis
Group, Todays Office Professionals, SourceRight Solutions and
Spherion Staffing Services. To learn more, visit
www.sfngroup.com.
IMPORTANT INFORMATION
This statement is neither an offer to purchase nor the
solicitation of an offer to sell any securities. SFN Group
will file a solicitation/recommendation statement on
Schedule 14D-9 with the SEC within 10 business days following
the commencement of the offer to purchase. Investors and
security holders of SFN Group are urged to read the
solicitation/recommendation statement and any other relevant
documents filed with the SEC (when available), because they will
contain important information.
Investors and security holders may obtain a free copy of the
solicitation/recommendation statement and other documents that SFN
Group files with the SEC (when available) through the website
maintained by the SEC at www.sec.gov and through the website
maintained by SFN Group at www.sfngroup.com. In addition, the
solicitation/recommendation statement and other documents filed by
SFN Group with the SEC (when available) may be obtained from SFN
Group free of charge by directing a request to SFN Group, Inc.,
Attn: Corporate Secretary, 2050 Spectrum Boulevard, Fort Lauderdale, Florida 33309, (954)
308-7600.
FORWARD LOOKING STATEMENT
This release contains statements that are forward looking in
nature and, accordingly, are subject to risks and uncertainties.
Factors that could cause future results to differ from current
expectations include risks associated with: Competition - our
business operates in highly competitive markets with low barriers
to entry and we may be unable to compete successfully against
existing or new competitors; Economic conditions - our business is
cyclical, as a result of a significant downturn in the economy, we
could experience lower demand from customers and lower revenues;
Government Regulation - government regulation may significantly
increase our costs, including payroll-related costs and
unemployment taxes; Third-Party Vendor Managers - providing our
services through third-party vendor managers may expose us to
financial losses; Customers - a loss of customers may result in a
material impact on our results of operations; Debt and debt
compliance - market conditions and failure to meet certain covenant
requirements could impact the amount of availability we may borrow
under our revolving lines of credit and the cost of our borrowings;
Business strategy - we may not achieve the intended effects of our
business strategy; Termination provisions - certain customer
contracts contain termination provisions and pricing risks that
could decrease revenues, profitability and cash flow; Failure to
perform - our failure or inability to perform under customer
contracts could result in damage to our reputation and give rise to
legal claims; Acquisitions - acquisitions could have a material
adverse effect on our financial condition, results of operation and
cash flows; Business interruptions - business interruptions could
have an adverse affect on our operations; Personnel - our business
is dependent upon the availability of qualified personnel and we
may lose key personnel which could cause our business to suffer;
Tax filings - regulatory challenges to our tax filing positions
could result in additional taxes; Litigation - we may be exposed to
employment-related claims and costs and we are a defendant in a
variety of litigation and other actions from time to time;
Self-Insurance programs-unexpected changes in claim trend in our
self-insured workers' compensation and benefit plans may negatively
impact our financial condition and International operations - we
are subject to business risks associated with our operations in
Canada, which could make those
operations significantly more costly. These and additional
factors discussed in this release and in SFN's filings with the SEC
could cause the Company's actual results to differ materially from
any projections contained in this release.
SOURCE SFN Group, Inc.
