WESTON, Mass., Nov. 17, 2016 /PRNewswire/ -- Monster
Worldwide, Inc. today announced that, in connection with its offer
to repurchase (the "Repurchase Offer"), at the option of
each holder, any and all of its outstanding 3.50% Convertible
Senior Notes due 2019 (the "Notes"), it will offer to
holders a premium of $15.00 per
$1,000 principal amount of Notes
validly tendered and not properly withdrawn pursuant to the
Repurchase Offer (the "Fundamental Change Repurchase
Premium"), increasing the repurchase price to $1,019.8611 per $1,000 principal amount of Notes validly tendered
and not properly withdrawn, plus accrued and unpaid interest to,
but excluding, December 5, 2016 (the
"Fundamental Change Repurchase Date").
Pursuant to the terms of the indenture governing the Notes (the
"Indenture"), each holder of the Notes has the right, at the
holder's option, to require Monster to repurchase for cash all or
part of such holder's Notes on the Fundamental Change Repurchase
Date. The fundamental change repurchase price required to be
paid by Monster for Notes validly tendered and not properly
withdrawn is equal to 100% of the principal amount of the Notes to
be repurchased, plus accrued and unpaid interest to, but excluding,
the Fundamental Change Repurchase Date, and Monster is now also
offering to pay an additional amount equal to the Fundamental
Change Repurchase Premium (collectively, the "Fundamental Change
Repurchase Price"). The increase in the Fundamental
Change Repurchase Price is still intended to satisfy Section
15.02(c) of the Indenture and qualify as a Fundamental Change Offer
to repurchase the Notes. Holders that validly tender and do
not properly withdraw their Notes in the Repurchase Offer will be
entitled to receive the Fundamental Change Repurchase Price, which
includes the Fundamental Change Repurchase Premium, in an amount
equal to $1,019.8611 per $1,000 principal amount.
Full details of the terms and conditions of the Repurchase Offer
are included in Monster's Fundamental Change Company Notice,
Make-Whole Fundamental Change Company Notice, Notice of Entry into
Supplemental Indenture and Offer to Repurchase, dated November 2, 2016 (as amended hereby, the
"Notice"). Except as described in this press release,
the terms of the Repurchase Offer remain the same as set forth in
the Notice.
Holders should review the Notice carefully and should consult
with their own legal, financial and tax advisors. Neither
Monster nor any of its affiliates, or any of its or their
respective board of directors, employees, advisors or
representatives or Wilmington Trust, National Association, in its
capacity as trustee, tender agent, paying agent or conversion agent
with respect to the Notes, is making any representation or
recommendation to any holder as to whether or not to surrender that
holder's Notes.
The trustee, tender agent, paying agent and conversion agent
with respect to the Notes is Wilmington Trust, National
Association, Global Capital Markets, 50 S. 6th Street, Suite 1290,
Minneapolis, Minnesota 55402,
Attention: Monster World Wide Account Manager, (612) 217-5651
(facsimile). The information agent for the Repurchase Offer
is MacKenzie Partners, Inc. ("MacKenzie"), 105 Madison
Avenue, New York, New York 10016,
(212) 929-5500 (Call Collect) or (800) 322-2885 (Call Toll-Free),
email: tenderoffer@mackenziepartners.com. Any questions or
requests for assistance in connection with the Repurchase Offer may
be directed to MacKenzie. The Notice is being sent by (or on
behalf of) Monster to The Depository Trust Company as sole record
owner of the Notes.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES
NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO
SELL THE NOTES. THE REPURCHASE OFFER IS BEING MADE ONLY PURSUANT TO
A TENDER OFFER STATEMENT (INCLUDING THE NOTICE AND RELATED
MATERIALS) THAT MONSTER WILL FILE WITH THE SECURITIES AND EXCHANGE
COMMISSION ("SEC"). HOLDERS AND INVESTORS SHOULD READ
CAREFULLY THE TENDER OFFER STATEMENT BECAUSE IT CONTAINS IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE
REPURCHASE OFFER. HOLDERS CAN OBTAIN THESE DOCUMENTS WHEN THEY ARE
FILED AND BECOME AVAILABLE FREE OF CHARGE FROM THE SEC'S WEBSITE AT
WWW.SEC.GOV OR BY CONTACTING MONSTER AT (212) 351-7032.
About Monster Worldwide
Monster Worldwide, Inc. is a global leader in connecting people
to jobs, wherever they are. For more than 20 years, Monster
has helped people improve their lives with better jobs, and
employers find the best talent. Today, the company offers
services in more than 40 countries, providing some of the broadest,
most sophisticated job seeking, career management, recruitment and
talent management capabilities. Monster continues its
pioneering work of transforming the recruiting industry with
advanced technology using intelligent digital, social and mobile
solutions, including our flagship website Monster.com® and a vast
array of products and services. For more information visit
www.monster.com/about.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this press release regarding future financial and
operating results, future capital structure and liquidity, general
business outlook and any other statements about the future
expectations, beliefs, goals, plans or prospects of the board or
management of Monster include forward-looking statements. Any
statements that are not statements of historical fact (including
statements containing the words "expects," "intends,"
"anticipates," "estimates," "predicts," "believes," "should,"
"potential," "may," "forecast," "objective," "plan," or "targets"
and other similar expressions) are intended to identify
forward-looking statements. There are a number of factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including
Monster's ability to successfully complete the Repurchase Offer and
the other factors and financial, operational and legal risks or
uncertainties described in Monster's public filings with the SEC,
including the "Risk Factors" sections of the Monster's Annual
Report on Form 10-K for the year ended December 31, 2015 and subsequent Quarterly
Reports on Form 10-Q, as well as the tender offer documents filed
and to be filed by Monster. Forward-looking statements speak
only as of the date the statement was made.
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SOURCE Monster Worldwide, Inc.