- Filing of certain prospectuses and communications in connection with business combination transactions (425)
February 02 2010 - 4:16PM
Edgar (US Regulatory)
Filed by COMSYS IT Partners, Inc. pursuant to
Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to
Rules 14a-12 and 14d-9 under the Securities Exchange Act of 1934, as amended
Subject Company: COMSYS IT Partners, Inc.
Commission File No. 0-27792
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Contact:
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Britt Zarling
Manpower Inc.
Global Strategic Communications
+1.414.906.7272 office
+1.414.526.3107 mobile
Britt.Zarling@manpower.com
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Juan Carlos Cruz
Manpower US
US Communications
414.906.6453 office
414.469.1617 mobile
JuanCarlos.Cruz@na.manpower.com
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FOR IMMEDIATE RELEASE
MANPOWER INC. TO ACQUIRE COMSYS TO ACCELERATE ITS GLOBAL STRATEGY, SCALE AND SERVICE
IN PROFESSIONAL STAFFING AND SOLUTIONS
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 (February 02, 2010)
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, Manpowers European
IT staffing business, creates an entity with total revenues of more than $2.5 billion. The combined entities increase
Manpowers professional consultants on assignment to over 25,000. With 4,000 offices around the globe, the addition of
COMSYS increases Manpowers professional staffing services geographic footprint to more than 400 offices worldwide.
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 companys global, industry-leading offering to deliver clients with full
employment life cycle and outcome-based solutions.
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MANPOWER INC. TO ACQUIRE COMSYS/Page 2
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 companys competitive differentiator. In tomorrows 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 markets 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 Manpowers 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 worlds 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 Manpowers 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.
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MANPOWER INC. TO ACQUIRE COMSYS/Page 3
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.
Manpowers 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
worlds largest multinational corporations. The focus of Manpowers 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 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
SECs website at www.sec.gov and at Manpowers website at www.manpower.com. Documents filed by COMSYS with the SEC may
be obtained without charge at the SECs website and at COMSYS website at www.comsys.com.
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MANPOWER INC. TO ACQUIRE COMSYS/Page 4
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 Manpowers 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 Manpowers 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 Manpowers 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 Manpowers and
COMSYS reports filed with the SEC, including the information under the heading Risk Factors in Manpowers 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.
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