FILED BY MANPOWER INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
SUBJECT COMPANY: COMSYS IT PARTNERS, INC.
COMMISSION FILE NO. 000-27792
Manpower Inc. (NYSE: MAN)
February 2010
2
This presentation includes forward-looking statements which are subject to risks
and uncertainties. Actual results might differ materially from those projected in
the forward-looking statements. Additional information concerning factors that
could cause actual results to materially differ from those in the forward-looking
statements is contained in the Company’s Annual Report on Form 10-K dated
December 31, 2009, which information is incorporated herein by reference, and
such other factors as may be described from time to time in the Company’s SEC
filings.
and uncertainties. Actual results might differ materially from those projected in
the forward-looking statements. Additional information concerning factors that
could cause actual results to materially differ from those in the forward-looking
statements is contained in the Company’s Annual Report on Form 10-K dated
December 31, 2009, which information is incorporated herein by reference, and
such other factors as may be described from time to time in the Company’s SEC
filings.
This presentation does not constitute an offer of any securities for sale. The
exchange offer related to the acquisition of COMSYS IT Partners, Inc. 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 with the SEC by Manpower and COMSYS
may be obtained without charge at the SEC's website at www.sec.gov, and at
Manpower's website at www.manpower.com or COMSYS' website at
www.comsys.com.
exchange offer related to the acquisition of COMSYS IT Partners, Inc. 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 with the SEC by Manpower and COMSYS
may be obtained without charge at the SEC's website at www.sec.gov, and at
Manpower's website at www.manpower.com or COMSYS' website at
www.comsys.com.
Forward-Looking Statement
Manpower Inc. (NYSE: MAN)
February 2010
At Manpower, our job is helping the world work,
and today it’s more important than ever before.
and today it’s more important than ever before.
Despite the challenging business
environment, we remain true to our long-
term strategy. This is no easy task: It
requires careful planning, expertise and
agility. With confidence and focus
Manpower will emerge stronger and
smarter than ever.
environment, we remain true to our long-
term strategy. This is no easy task: It
requires careful planning, expertise and
agility. With confidence and focus
Manpower will emerge stronger and
smarter than ever.
OUR VISION is to lead in the
creation and delivery of services
that enable our clients to win in
the changing world of work.
creation and delivery of services
that enable our clients to win in
the changing world of work.
3
Manpower Inc. (NYSE: MAN)
February 2010
Manpower Facts
2009 Segment Revenues in millions ($)
2009 Segment Operating Unit Profit* in millions ($)
400,000 clients
28,000 employees
82 countries/territories
$16 billion in revenues in 2009
3 million placements
4,000 offices
9 million trained
4
Americas 2,561.0 (16%)
France 4,675.5 (29%)
EMEA 6,322.5 (39%)
Asia Pacific 1,728.0 (11%)
Right Management 559.4 (4%)
Jefferson Wells 192.3 (1%)
*Excludes non-recurring items as detailed in our earnings release and further explained on our website.
Americas (4.0)
France 26.4
EMEA 73.0
Asia Pacific 29.1
Right Management 113.4
Jefferson Wells (15.4)
Manpower Inc. (NYSE: MAN)
February 2010
We Offer Solutions for Employers of all Sizes
End-to-End Services for the
Employment Lifecycle
Employment Lifecycle
Our comprehensive range of services
allows us to help employers raise their
productivity through improved quality,
efficiency and cost-reduction strategies
at every stage of their business evolution.
And because we focus on their talent
needs, they can concentrate on their
core business activities.
allows us to help employers raise their
productivity through improved quality,
efficiency and cost-reduction strategies
at every stage of their business evolution.
And because we focus on their talent
needs, they can concentrate on their
core business activities.
The Manpower Group of Companies:
5
Manpower Inc. (NYSE: MAN)
February 2010
A Recognized Leader
Recent accolades
Recent accolades
In 2009, Institutional Investor magazine named Manpower
the Most Shareholder-Friendly Company in the Business
& Professional Services category for the fourth year in a
row, based on interviews with directors of research, chief
investment officers, portfolio managers and analysts.
the Most Shareholder-Friendly Company in the Business
& Professional Services category for the fourth year in a
row, based on interviews with directors of research, chief
investment officers, portfolio managers and analysts.
In 2009, Manpower was named as one of Fortune’s
most admired companies in the staffing industry for the
seventh year in a row by a group of 10,000 executives,
directors and security analysts.
most admired companies in the staffing industry for the
seventh year in a row by a group of 10,000 executives,
directors and security analysts.
Forbes magazine named Manpower to its 2008 list of the
best-managed companies for the sixth time, citing
Manpower’s integrity in the areas of accounting and
governance, financial condition and earnings quality.
best-managed companies for the sixth time, citing
Manpower’s integrity in the areas of accounting and
governance, financial condition and earnings quality.
Manpower ranked 119th on the 2009 Fortune 500 list
of the largest companies in America.
of the largest companies in America.
Manpower ranked 432nd on the 2009 Fortune Global
500 list of the largest companies in the world.
500 list of the largest companies in the world.
Named a Global High Performer in 2007, Manpower
ranked 1,306th on the 2009 Forbes Global 2000
ranking of the largest public companies in the world.
ranked 1,306th on the 2009 Forbes Global 2000
ranking of the largest public companies in the world.
In 2009, Manpower was named one of America’s greenest
“big” companies by Newsweek Magazine. The U.S. Green
Building Council awarded Manpower Gold Status under
LEED certification system for its “green” headquarters.
“big” companies by Newsweek Magazine. The U.S. Green
Building Council awarded Manpower Gold Status under
LEED certification system for its “green” headquarters.
Since 2008, Manpower has been listed on the
FTSE4Good Index Series, which measures the
performance of companies that meet globally recognized
corporate responsibility standards, and facilitates
investment in those companies.
FTSE4Good Index Series, which measures the
performance of companies that meet globally recognized
corporate responsibility standards, and facilitates
investment in those companies.
America’s Most Shareholder-Friendly
America’s Most Admired Companies
America’s Best Managed Companies
Fortune America 500
Fortune Global 500
Forbes Global 2000
Greenest Big Companies in America
FTSE4Good Index
6
Manpower Inc. (NYSE: MAN)
February 2010
Organization
and Culture
Evolving our
organization
and culture
requires attracting
and
retaining high
quality people for
the long term.
organization
and culture
requires attracting
and
retaining high
quality people for
the long term.
It also requires
creating an
environment that
promotes
entrepreneurship,
rewards high
performance, and
motivates us to
reach our full
potential.
creating an
environment that
promotes
entrepreneurship,
rewards high
performance, and
motivates us to
reach our full
potential.
Improving our
efficiency
means achieving
speed, quality and
effective use of
resources
throughout all our
operations.
efficiency
means achieving
speed, quality and
effective use of
resources
throughout all our
operations.
Efficiency
Demonstrating our
commitment to
innovation
requires us to
continuously
capture creativity in
local markets, and
replicate this
around the world.
Our role is to
develop and
expand our
capabilities, while
creating services
targeted to what’s
new and what’s
next in the world of
work.
commitment to
innovation
requires us to
continuously
capture creativity in
local markets, and
replicate this
around the world.
Our role is to
develop and
expand our
capabilities, while
creating services
targeted to what’s
new and what’s
next in the world of
work.
Innovation
Thought
Leadership
Leadership
Maintaining our
thought
leadership
means
continuously
anticipating future
dynamics of the
market and
contributing to the
design of social
and employment
systems on a
global basis.
thought
leadership
means
continuously
anticipating future
dynamics of the
market and
contributing to the
design of social
and employment
systems on a
global basis.
Generating more
revenue
requires us to
develop strategic
insights about
our clients’
needs and
goals, elevating
and broadening
our mutually-
beneficial
relationships and
measuring our
contribution to
our clients’
businesses.
revenue
requires us to
develop strategic
insights about
our clients’
needs and
goals, elevating
and broadening
our mutually-
beneficial
relationships and
measuring our
contribution to
our clients’
businesses.
Revenue
Key Strategies
7
Manpower Inc. (NYSE: MAN)
February 2010
2010 Global Strategic Priorities
To achieve our vision, better service our clients and candidates, and differentiate
ourselves from our competition, the Manpower group of companies will focus on:
ourselves from our competition, the Manpower group of companies will focus on:
Manpower Experience
• Candidate Experience
• Client Experience
Digital Strategy
• MyPath
• Direct Talent
• Direct Office / Direct Time
Manpower Professional
• ICT, Engineering, Finance and
Accounting
Accounting
• Go-to-Market Strategy
• Enhanced Business Model
New Services & Sectors
• Manpower Business Solutions
-RPO (Recruitment Process Outsourcing)
-MSP (Managed Service Programs)
-TBO (Task Based Outsourcing)
• Workforce Strategy
• Government Sector
8
Manpower Inc. (NYSE: MAN)
February 2010
Specialty
Core
Margins
Staffing
HR Consulting
Where We’re Going
Permanent
Professional
Outplacement
F&A
MBS
9
Manpower Inc. (NYSE: MAN)
February 2010
COMSYS Acquisition Summary
10
February 2010
Announced
$17.65 per share; $431 million enterprise value
Purchase Price
50% stock / 50% cash, with option to pay all cash
Consideration
April 2010
Expected Closing
$20 million by 2011 (3% of revenue)
Synergies
Accretive in 2010, excluding intangible amortization costs
EPS Accretive
Manpower Inc. (NYSE: MAN)
February 2010
COMSYS Business Overview
11
• Third largest IT staffing and
managed solutions company in the
U.S. with $650 million in revenue.
managed solutions company in the
U.S. with $650 million in revenue.
- Project Management
- Business Analysis
- Network Infrastructure
- Business Intelligence
- Applications Programming and
Development
Development
- Quality Assurance and Testing
- Workforce Solutions (RPO and
MSP)
MSP)
• National footprint with 52 branches
• Diversified client base across several
high-growth industry sectors
high-growth industry sectors
Manpower Inc. (NYSE: MAN)
February 2010
Combined Professional Staffing Business
12
Combined revenue of Manpower Professional and COMSYS will be over $2.5 billion
Combined number of contractors on assignment daily will be over 25,000
Combined footprint will be 400 offices
Combined MSP offering will be total flow through dollars of $3.5 billion
* Includes Manpower Professional, Elan and Comsys
Manpower Inc. (NYSE: MAN)
February 2010
$975M
$185M
2009 Pro forma
1999
11%
13
Diversifying Via Specialty Services
Evolution of Specialty Gross Margin
Manpower Professional
Elan
COMSYS
Jefferson Wells
Right Management
Gross margin from specialty
services now exceeds one-third of
our total gross margin.
services now exceeds one-third of
our total gross margin.
% of Total GP
* 2009 Pro forma includes the results of COMSYS IT Partners
*
33%
Manpower Inc. (NYSE: MAN)
February 2010
Exciting Growth Opportunities
SOURCE: Manpower estimates
Italy | 0.9% | +++ | 16% |
Nordics | 1.0% | +++ | 30% |
Germany | 1.4% | +++ | 5% |
Japan | 1.8% | ++ | 3% |
US | 1.5% | + | 3% |
France | 2.1% | + | 21% |
UK | 3.5% | + | 4% |
Staffing Market
Penetration
Penetration
Growth
Opportunity
Manpower
Market Share
Market Share
14
Manpower Inc. (NYSE: MAN)
February 2010
• First foreign company to
receive a license to provide
temporary staffing services
in China; largest network with
19 offices in 19 cities
receive a license to provide
temporary staffing services
in China; largest network with
19 offices in 19 cities
Capitalizing on Emerging Markets
Manpower continues to shape labor policy in emerging economies,
resulting in new sources of revenue.
resulting in new sources of revenue.
• Extensive network in Eastern Europe
with 136 offices in 12 countries
with 136 offices in 12 countries
• Established operations in
the Middle East with the
2007 acquisition of one of the
leading professional staffing
and recruitment companies
in the region
the Middle East with the
2007 acquisition of one of the
leading professional staffing
and recruitment companies
in the region
• First to provide
employment services
in Vietnam
employment services
in Vietnam
• India’s largest ITeS
staffing firm with 22
offices in 13 cities
staffing firm with 22
offices in 13 cities
15
Manpower Inc. (NYSE: MAN)
February 2010
Financial Highlights
• Quarter Financial Summary
• Full Year Cash Flow Summary
• Balance Sheet
• Trend Analysis: Revenue
and Operating Profit
and Operating Profit
• Operating Cash Flows
• Return on Invested Capital
• Financial Targets
• Record of Long-Term Growth
16
Manpower Inc. (NYSE: MAN)
February 2010
17
Financial Summary - Fourth Quarter
($ in millions, except EPS)
($ in millions, except EPS)
(1) Constant currency is further explained in our quarterly filings with the SEC.
(2) 2009 excludes reorganization charges of $12.7M.
(3) 2008 excludes the impact of the French business tax refund, French payroll tax change, and $37.2M of reorganization charges.
(1)
(2)
(3)
Manpower Inc. (NYSE: MAN)
February 2010
18
Cash Flow Summary - Full Year
Manpower Inc. (NYSE: MAN)
February 2010
19
Balance Sheet
December 31, 2009 ($ in millions)
December 31, 2009 ($ in millions)
Assets
$6,214
3,071
2,128
1,015
Cash
Accounts Receivable
Other Assets
Liabilities
& Equity
$6,214
2,537
2,920
Other Liabilities
Total Debt
Equity
757
Manpower Inc. (NYSE: MAN)
February 2010
Trend Analysis
(1) Excludes non-recurring items as detailed in our earnings release and further explained on our website. As reported, operating
profit was $41.7M in 2009, $493.5M in 2008 and $811.2M in 2007 and OP% was 0.3%, 2.3% and 4.0%, respectively.
profit was $41.7M in 2009, $493.5M in 2008 and $811.2M in 2007 and OP% was 0.3%, 2.3% and 4.0%, respectively.
25
20
15
10
5
0
50.0%
35.0%
20.0%
5.0%
-10.0%
-25.0%
+9.0%
+10.0%
+7.9%
+2.1%
-2.6%
+0.4%
+20.8%
10.8
15.8
17.6
20.5
21.5
2000
2001
2002
2003
2004
2005
2006
2007
2008
Dollars in Billions
% = Variance in constant currency
Revenue
750
600
450
300
150
0
7.5%
7.0%
4.5%
3.0%
1.5%
0.0%
+17.6%
+21.9%
+8.4%
+43.1%
+1.5%
-7.9%
+47.5%
311.0
233.1
259.1
428.8
532.1
680.6
631.4
2000
2001
2002
2003
2004
2005
2006
2007
2008
Dollars in Millions
% = Variance in constant currency
Operating Profit
OP% 2.9% 2.3% 2.2% 2.1% 2.7% 2.7% 3.0% 3.3% 2.9% 0.8%
+0.5%
-12.9%
(1)
(1)
20
16.0
-20.9%
2009
2009
12.1
+13.1%
136.3
-78.1%
237.6
-21.6%
Y-O-Y Growth
in CC%
in CC%
OP Margin
(1)
397.8
10.5
10.5
14.7
Manpower Inc. (NYSE: MAN)
February 2010
Operating Cash Flows
($ in millions)
($ in millions)
* Free Cash Flow is equal to cash provided by operating activities
less capital expenditures, and is further explained on our website.
less capital expenditures, and is further explained on our website.
Free Cash Flow *
Capital Expenditures
130.3
82.6
212.9
281.0
227.9
223.4
187.4
268.8
359.1
432.2
87.3
58.5
55.5
67.9
77.6
80.0
91.6
279.1
119.5
167.9
169.4
193.7
698.9
93.1
792.0
340.6
191.2
Share Repurchases
2000
$20.0
2001
$3.3
2002
$30.7
2003
-
2004
-
2005
$217.6
2006
$235.9
2007
$419.2
2008
$125.4
21
379.2
35.1
2009
-
414.3
Manpower Inc. (NYSE: MAN)
February 2010
Return on Invested Capital* (ROIC)
* Return on Invested Capital is defined as operating profit after tax divided by the average monthly total of net
debt (total debt less cash and cash equivalents) and equity for the year, and is further explained on our website.
2009, 2008 and 2007 exclude non-recurring items as detailed in our earnings releases.
debt (total debt less cash and cash equivalents) and equity for the year, and is further explained on our website.
2009, 2008 and 2007 exclude non-recurring items as detailed in our earnings releases.
2007
2006
2005
2004
2003
11.4%
13.3%
10.9%
9.8%
15.6%
2008
13.0%
22
2009
5.7%
Manpower Inc. (NYSE: MAN)
February 2010
Financial Targets
Revenue
Growth
>
Market
Operating
Profit
Margin
>
4%
EPS
Growth
>
15%
Constant
Currency
ROIC
>
15%
SG&A
Expense
<
80% of
Gross
Profit
23
Manpower Inc. (NYSE: MAN)
February 2010
Strong Record of Long-Term Growth
• Balanced service portfolio
• Geographic diversification
• Well positioned for emerging market growth
• Clear, effective strategy
• Seasoned management team
• Industry leader with superior brand recognition
24
Additional Information
This presentation is being filed by Manpower Inc. pursuant to Rule 425 under the Securities Act of 1933. This presentation 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 www.sec.gov and at Manpower’s website at 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 www.comsys.com.
Forward-Looking Statements
This presentation 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, 2009 and COMSYS’ Annual Report on Form 10-K for the fiscal year ended December 28, 2008, which information is incorporated herein by reference.