Manpower Inc. to Acquire COMSYS to Accelerate Its Global Strategy, Scale and Service in Professional Staffing and Solutions
02 Febrero 2010 - 6:00AM
PR Newswire (US)
Acquisition of COMSYS Offers Strategic and Cultural Fit, Providing
the Manpower Group of Companies with Unparalleled Presence,
Capabilities and Value to Help Clients and Candidates Win
MILWAUKEE, Feb. 2 /PRNewswire-FirstCall/ -- Manpower Inc.
(NYSE:MAN), a world leader in the employment services industry,
announced today it has entered into an agreement to acquire COMSYS
IT Partners, Inc. (NASDAQ:CITP), a leading professional staffing
firm. The agreement has been approved by the boards of directors of
both companies. Subject to the terms of the agreement, the value of
the consideration for each outstanding share of COMSYS common stock
would be $17.65, for a total enterprise value of $431 million,
including net debt assumed by Manpower. COMSYS' professional IT
staffing services will be integrated into the Manpower Professional
offering, and when combined with Elan, Manpower's European IT
staffing business, creates an entity with total revenues of more
than $2.5 billion. The combined entities increase Manpower's
professional consultants on assignment to over 25,000. With 4,000
offices around the globe, the addition of COMSYS increases
Manpower's professional staffing services geographic footprint to
more than 400 offices worldwide. (Logo:
http://www.newscom.com/cgi-bin/prnh/20060221/CGTU012LOGO) "The
acquisition of COMSYS is consistent with our strategy and
strengthens the continued expansion of our professional staffing
services and outcome-based solutions," said Jeff Joerres, Manpower
Inc. Chairman and CEO. "Both are areas where we have significantly
grown organically over the past few years, driven by our strategy
to provide clients with all the talent they need, particularly in
the high demand skill verticals of IT, engineering, finance and
accounting." COMSYS is a leading provider of professional IT
staffing services, Managed Service Program (MSP) and Recruitment
Process Outsourcing (RPO) offerings. Manpower will also integrate
COMSYS' MSP and RPO offerings into its world-leading Manpower
Business Solutions to strengthen the company's global,
industry-leading offering to deliver clients with full employment
life cycle and outcome-based solutions. "Our strategy is an
outside-in approach, focusing on services that deliver value to our
clients and candidates. We grow our capabilities organically and
acquire companies for the combination of financial gain, and
strategic and cultural fit for our organization. The culture,
expertise, client and consultant base that COMSYS brings to our
suite of services, when combined with Manpower Professional and
Manpower Business Solutions, accelerates us to being a global
leader in the US and around the world." As companies continue to
experience tremendous pressure to do more with less in achieving
their business strategy, the same will hold true for their talent
strategy, and the future talent that they seek to bring on. Over
the next decade, talent will emerge as a company's competitive
differentiator. In tomorrow's economy, the decline of the working
age population will only increase the competition for qualified
candidates. At the same time, individuals will exercise more choice
in their job search, forcing businesses to find innovative ways to
attract and retain key people. "Manpower and COMSYS have very
similar cultures, focused on a client-first and consultant-first
mindset and values," said Jonas Prising, Manpower Inc. President of
the Americas. "Joining our trusted brands and services, combined
with our ability to deliver a unique experience to clients and
candidates, will address the market's needs from both a scale and
capabilities perspective. The strong alignment of our services and
cultures positions us well for a rapid and successful integration."
This acquisition creates value for COMSYS' shareholders, compelling
opportunities for employees and offers superior value for clients,
according to Larry Enterline, Chief Executive Officer, COMSYS.
"This is a great opportunity for us to leverage our demonstrated
expertise and strong market presence with Manpower's global
leadership in the employment services industry. The combination of
these two great organizations is exciting for us and very positive
for all of the stakeholders' of both companies," Enterline
continued. "Our ability to leverage assets, synergies, systems,
real estate, and client and candidate relationships makes this
acquisition particularly appealing," added Joerres. "One of the
ways that we can deliver immediate value to our combined clients
and candidates is through MyPath.com, the world's first-of-its-kind
social network guided by Manpower, which is focused on serving up
free content and training to improve the skills and advance the
careers of professionals, particularly in the IT, engineering and
finance space." About the Transaction Under the terms of the merger
agreement, Manpower has agreed to acquire all of the outstanding
shares of COMSYS common stock pursuant to an exchange offer in
which COMSYS stockholders can elect to receive for each of their
COMSYS shares either $17.65 per share in cash or a fraction of a
share of Manpower common stock equal to $17.65 divided by the
average trading price of Manpower common stock during the ten
trading days ending on and including the second trading day prior
to the closing of the exchange offer, subject to a requirement that
no more than 50% of the aggregate consideration in either the
exchange offer or the subsequent merger will be cash or stock
(subject to certain adjustments). If either form of consideration
is oversubscribed, then it will be allocated pro rata to the
stockholders who elect it, with the balance of their consideration
being in the other form. Based on the closing price of Manpower's
common stock on February 1, 2010, the stock consideration would
equal 0.332 of a share of Manpower common stock for each share of
COMSYS common stock. Manpower has the right to elect not less than
two business days prior to the expiration of the exchange offer to
pay $17.65 in cash for all shares tendered in the exchange offer.
The exchange offer is subject to customary closing conditions,
including the tender of at least a majority of the outstanding
shares of COMSYS common stock on a fully diluted basis, and is
expected to close in the second quarter of 2010. Following
completion of the exchange offer, a wholly owned subsidiary of
Manpower will merge into COMSYS and the COMSYS shares not acquired
in the exchange offer will convert into the right to receive the
same consideration as paid in the exchange offer. Manpower expects
to commence the exchange offer in mid-March following the filing of
COMSYS' Annual Report on Form 10-K for fiscal 2009. About COMSYS
COMSYS IT Partners, Inc. (NASDAQ:CITP) is a leading IT services
company with 52 offices across the U.S. and offices in Puerto Rico,
Canada and the U.K. COMSYS service offerings include contingent and
direct hire placement of IT professionals and a wide range of
technical services and solutions addressing requirements across the
enterprise. TAPFIN Process Solutions delivers critical management
solutions across the resource spectrum from contingent workers to
outsourced services. About Manpower Inc. Manpower Inc. (NYSE:MAN)
is a world leader in the employment services industry; creating and
delivering services that enable clients to win in the changing
world of work. With more than 60 years of experience, the company
offers employers a range of services for the entire employment and
business cycle including permanent, temporary and contract
recruitment; employee assessment and selection; training;
outplacement; outsourcing and consulting. Manpower's worldwide
network of 4,000 offices in 82 countries and territories enables
the company to meet the needs of 400,000 clients per year,
including small and medium size enterprises in all industry
sectors, as well as the world's largest multinational corporations.
The focus of Manpower's work is on raising productivity through
improved quality, efficiency and cost-reduction across the total
workforce, enabling clients to concentrate on their core business
activities. Manpower Inc. operates under five brands: Manpower,
Manpower Professional, Elan, Jefferson Wells and Right Management.
More information on Manpower Inc. is available at
http://www.manpower.com/. Additional Information This press release
was issued by Manpower Inc. on February 2, 2010 and does not
constitute an offer of any securities for sale. The exchange offer
described above has not commenced. Manpower intends to commence an
exchange offer and file a Schedule TO and a registration statement
on Form S-4, and COMSYS intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9, with the
Securities and Exchange Commission in connection with the
transaction. Manpower and COMSYS expect to mail a Preliminary
Prospectus, the Schedule 14D-9 and related exchange offer materials
to stockholders of COMSYS. These documents, however, are not
currently available. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THESE DOCUMENTS CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT MANPOWER, COMSYS AND THE
TRANSACTION. Documents filed by Manpower with the SEC may be
obtained without charge at the SEC's website at http://www.sec.gov/
and at Manpower's website at http://www.manpower.com/. Documents
filed by COMSYS with the SEC may be obtained without charge at the
SEC's website and at COMSYS' website at http://www.comsys.com/.
Forward-Looking Statements This news release contains statements,
including statements regarding timing, completion and results of
the proposed transaction, that are forward-looking in nature and,
accordingly, are subject to risks and uncertainties. Actual results
may differ materially from those described or contemplated in the
forward-looking statements. Factors that may cause actual results
to differ materially from those contained in the forward-looking
statements include, among others, the risk that the exchange offer
and the merger will not close; the risk that Manpower's business
and/or COMSYS' business will be adversely impacted during the
pendency of the exchange offer and the merger; the risk that the
operations of the two companies will not be integrated
successfully; the risk that Manpower's expected cost savings and
other synergies from the transaction may not be fully realized,
realized at all or take longer to realize than anticipated; the
risk that demand for and acceptance of Manpower's or COMSYS'
products or services may be reduced; the impact of economic
conditions; the impact of competition and pricing; and other
factors found in the Manpower's and COMSYS' reports filed with the
SEC, including the information under the heading 'Risk Factors' in
Manpower's Annual Report on Form 10-K for the year ended December
31, 2008 and COMSYS' Annual Report on Form 10-K for the fiscal year
ended December 28, 2008, which information is incorporated herein
by reference.
http://www.newscom.com/cgi-bin/prnh/20060221/CGTU012LOGO
http://photoarchive.ap.org/ DATASOURCE: Manpower Inc. CONTACT:
Britt Zarling of Manpower Inc., Global Strategic Communications,
+1-414-906-7272 office, +1-414-526-3107 mobile, , or Juan Carlos
Cruz, Manpower US, US Communications, +1-414-906-6453 office,
+1-414-469-1617 mobile, Web Site: http://www.manpower.com/
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