Recruit, USG People agree on Recruit's tender offer for EUR 17.5 apiece to acquire USG People
Recruit Holdings Co., Ltd. [TYO: 6098] has decided it will launch a tender offer for all issued ordinary shares of USG People N.V. [AMS: USG], a staffing company listed on the Euronext Amsterdam Stock Exchange which operates in Europe mainly in the Netherlands.
The acquisition will complete through Recruit Holdings' subsidiary to be established in the Netherlands, the Japanese advertising agency said in a press statement, as follows.
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.
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.
Offering price and basis for the calculation
The offering price is expected to be EUR 17.50 (USD 19.00) 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.
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.
Required funds
The acquisition of 100% of the outstanding shares in USG, etc., if the Tender Offer is successfully completed, will amount to EUR 1,420m (USD 1,542m) (approximately JPY 188.5bn, using the exchange rate of EUR 1 to JPY 132.83).
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.
Link to statement