ADO Adecco Sa

    RNS Number : 3937B
  Michael Page International PLC
  15 August 2008
   


    
15 August 2008
    
Michael Page International plc ("Michael Page" or the "Company")
    
Rejection of proposals received from Adecco S.A. ("Adecco")
    
Following the announcement on 5 August 2008 that an unsolicited preliminary approach had been received from Adecco regarding a possible
offer for Michael Page, the Board of Michael Page announces that it is ending discussions with Adecco. 
    
In early May 2008, Adecco approached Michael Page about a possible offer and initial discussions were held without Adecco indicating the
terms on which an offer might be made.  On 11 June 2008, the Board of Michael Page received from Adecco a written indicative proposal to
acquire the entire issued share capital of Michael Page at around 400 pence per share in cash. This proposal was subject to a number of
waivable pre-conditions including the recommendation of the Board of Michael Page and due diligence. 
    
After careful consideration and discussion with its advisers, the Board of Michael Page unanimously concluded that this proposal materially
undervalued the Company and its prospects and that the interests of the Company's shareholders and employees would be better served by
Michael Page remaining an independent entity. Following the rejection of this proposal, further discussions were held at a senior level
between the parties.
     
In the aftermath of the announcement of 5 August 2008, in order to minimise the disruption to the business, the Board of Michael Page
informed Adecco that it required Adecco to conclude its position by 18 August 2008.
    
On 12 August 2008, the Board of Michael Page received a revised proposal from Adecco.  Under this revised proposal, Michael Page would issue
new ordinary shares to Adecco such that Adecco would own at least 50.1 per cent. of the existing issued share capital of Michael Page;
Michael Page would remain listed on the London Stock Exchange with Adecco as the majority shareholder; the price at which Adecco would
subscribe for the new shares would be "consistent" with the 400 pence per share previously indicated; and Michael Page would return the
proceeds of the share issue to its existing shareholders.
    
The effect of this proposal would be that existing Michael Page shareholders would receive around 200 pence per share in cash in return for
their shareholdings being diluted by around half, with Adecco taking a majority, controlling shareholding.  The revised proposal was
designed to mitigate some of the issues associated with the combination of two people businesses with different cultures.
    
Following careful consideration and discussion with its advisers, the Board of Michael Page unanimously concluded that this revised proposal
also materially undervalued the Company and its prospects and that the proposed transaction structure was unattractive for shareholders, as
they would become minority shareholders in a Company controlled by Adecco.  Accordingly, on 13 August, the Board of Michael Page rejected
the revised proposal.

    Although further talks have taken place with Adecco and its advisers, Adecco has not increased the level of its offer. Accordingly, the
Board of Michael Page announces that it is ending discussions with Adecco as Adecco is materially undervaluing the Company and its
prospects.

    In light of the above, Michael Page will seek to agree with the Takeover Panel a formal timetable under which Adecco must either
announce a firm intention to make an offer for Michael Page or announce that it does not intend to make an offer.
    
The Board of Michael Page continues to believe that the Company's clear strategy of organically diversifying its activities by geography and
discipline and increasing its exposure to growth markets, together with the longer-term structural growth drivers of the specialist
recruitment market, mean that the Company has excellent prospects and that the interests of the Company's shareholders and employees are
best served by Michael Page remaining an independent entity.
    
Note 7 of Rule 2.4 of the City Code on Takeovers and Mergers requires the Company to clarify that this announcement has been made without
the consent of Adecco and that there can be no certainty whether any offer will be made, nor as to the terms on which any offer might be
made.
    
Enquiries:
    
Financial Dynamics
    Richard Mountain / David Yates
    Tel: +44 (0)207 269 7186






This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
OTTLZLLFVVBFBBL

Adecco Sa (LSE:ADO)
Gráfica de Acción Histórica
De May 2024 a Jun 2024

Adecco Sa (LSE:ADO)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024