UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
SCHEDULE 14D-9/A
(Amendment No. 4)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Monster Worldwide, Inc.
(Name of Subject Company)
_________
MediaNews Group, Inc.
(Name of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
611742107
(CUSIP Number of Class of Securities)
Marshall Anstandig
MediaNews Group, Inc.
101 W. Colfax, Suite 1100
Denver, Colorado 80202
(408) 920-5999
(Name, address and telephone numbers of person authorized to receive notices
and communications on behalf of the persons filing statement)
with a copy to:
Eleazer Klein, Esq. Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 4 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the “SEC”) on September 13, 2016 (together with the Exhibits or Annexes thereto, and as amended or supplemented from time to time, the “Schedule 14D-9”) by MediaNews Group, Inc., a Delaware corporation (“MNG”). The Schedule 14D-9 relates to the tender offer by Merlin Global Acquisition, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Randstad North America, Inc., a Delaware corporation (“Parent”), disclosed in the Tender Offer Statement on Schedule TO (together with the Exhibits or Annexes thereto, and as amended or supplemented from time to time, the “Schedule TO”), filed by Purchaser and Parent with the SEC on September 6, 2016, pursuant to which Purchaser has offered to purchase all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”) of Monster Worldwide, Inc. (“Monster”) at a purchase price of $3.40 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 6, 2016 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal which, together with any amendments or supplements thereto, collectively constitute the “Tender Offer.”
Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
| Item 9. | Exhibits. |
| Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit regarding statements made by MNG in a press release with respect to the Tender Offer (the “Press Release”) distributed to stockholders and filed with the SEC on October 21, 2016: |
| Exhibit No. | Description |
| 5 | Press Release, dated October 21, 2016. |
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| MEDIANEWS GROUP, INC. | ||
| ||
| By: | /s/ Joseph Anto | |
| Name: Joseph Anto | ||
| Title: Authorized Signatory | ||
Date: October 21, 2016
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EXHIBIT 5
MediaNews Group Files Definitive Consent Solicitation Materials, Announces Cash Tender Offer and Releases Shareholder Presentation at www.revitalizemonster.com
DENVER, CO--(Marketwired – October21,2016) -MediaNews Group, Inc. (“MNG”), the largest shareholderofMonster Worldwide, Inc. (NYSE:MWW) (“Monster”or the “Company”), with anownership interestof11.5%ofMonster’soutstanding shares, announced ithas released anopenletter toMonster shareholders along withitsdefinitiveconsent solicitationmaterials filedtoday with the Securities and ExchangeCommission (the“SEC”) and announced that it (through an affiliate) intendstomake a cash tenderofferforup to8,925,815 sharesof common stockofMonster at apriceof$3.70per share.
Theofferpriceof$3.70per share represents a9.8%premiumto the closingpriceof theMonster common stock reportedontheNYSEon October20,2016,the last fulltrading day beforewe announced the tenderoffer and a33.6%premiumto the closingpriceof theMonster commonstockreportedon theNYSEon August8,2016, the last full tradingdaybefore announcementof the Randstadmerger agreement. Thenumberof sharesMNG intends tooffertopurchase in the tenderoffer represents approximately10%of theoutstanding sharesofMonster common stock. Thetenderoffer willbeopen to allMonster shareholders.
Aftergiving effectto thetenderoffer, assuming thepurchaseof100%of theMonstercommonstock sought inthe tenderoffer,MNG is expected toown19,225,815 sharesofMonster common stockor21.5%of the Company.MNG isnot able topurchasemore than25%of theoutstandingMonster common stock without causing a“Changeof Control”under theMonstercredit agreement.MNG’Soffer willnotbe subjectto a financing condition,however, it willbe subjecttocertainother conditions, includingthe terminationof both the Randstad tenderoffer andmerger agreement.
Once thetenderoffer iscommenced,offeringmaterials willbemailed toMonster shareholders and filed with the SEC.Monster shareholders should read theofferingmaterials when theybecome available,because they will containimportant information. Thetenderoffer willbeheldopenforat least20businessdaysfollowing its commencement, and tendersof sharesmustbemadeprior to the expirationofthe tenderofferperiod.
Additionally,MNGhas released an extensive shareholderpresentationoutlining1) itsstrategicplan to revitalizeMonster and2)itsdirector candidates’ substantialqualificationstoreplace the currentBoardofDirectors. Thepresentation andother information relatedtoMNG’s campaign canbe found atwww.revitalizemonster.com.
MNG’snomineesfor theMonster BoardofDirectorsare:
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| · | DanielDienst, experienced director, Chairman and/or Chief Executive Officeroffourpublic companies, includingmost recently, Chief ExecutiveofMartha StewartLiving Omnimedia, Inc.;has extensivebackgroundin special situations, turnarounds andmediabusinesses, with a track recordof creating significantvalue for shareholders; |
| · | Joseph Anto, Senior VicePresidentof Strategy/M&AforMNG and former CEOofJobs in the US, a subsidiaryofMNGwithregionally focusedjobboard sites inNew England |
| · | Ethan Bloomfield, jobboard executive and entrepreneur with significant experiencegrowing andmanaging high-performing salesteams; |
| · | Heath Freeman,Presidentof Alden Global CapitalLLC, adeepvalue/catalystdriven investment firm, and Vice ChairmanofMNG |
· Kevin Gregson, experienced corporategovernance executive andAmericasLeaderfor
Insurance Industry at TowersWillisWatson;
· LowellRobinson,formerCFOof severalprominentmedia and technologycompanies including
Advo andHotJobs andexperienced publicboarddirector; and
| · | Hon. Gregory Slayton,former U.S.ChiefofMission (de factoAmbassador) to Bermuda, successful technology executive/investor, was an early investor andpreviouslyon the advisoryboardsofGoogle and Salesforce.com. |
The fulltextofMNG’s letter is included below:
DearFellow Shareholder:
MediaNews Group, Inc. (“MNG”), currentlyhas anownership interestof approximately11.5%of theoutstanding sharesofMonsterWorldwide, Inc.(“Monster”or the “Company”),makingus the Company’s largest shareholder. Wehavenominated sevenhighlyqualified candidates to replace the current BoardofDirectors atMonster, as thisBoardhasproven time and again its inability tomakethe right strategic andoperationaldecisionstomaximize shareholdervalue at the Company. The currentdeal with Randstadat$3.40per share and the“process” that resulted in thisoffer is justoneexample in a long lineofpoordecision-makingby the currentBoard. In additionto entering into the Randstaddeal, this Boardoversaw adecline in revenueofover24% since2012 and approved a stock repurchaseprogram thathad the Companybuyingback stock inDecemberof2015 at an averagepriceof$5.99,onlyto advise shareholdersto accept$3.40per share fromRandstadmonths later. Ourdirector candidates are significantlymorequalified andmoreexperiencedthanthe existing Board andoneofour candidates,DanielDienst, ispreparedtoserve as interim CEOso that the turnaround atMonster canbegin immediately afterour directors areseated.
WhyAre We Here? ABetter Path Forward For AllMonsterShareholders
MNG initially established aposition inMonster inJulyof2016because webelieved the stock was tremendouslyundervalued relativeto itslong-termprospects. Wecontinue to stronglybelieve this is thecase andthat the dealwith Randstad at$3.40 per share significantly
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undervalues the Company. Ournominees arededicated to executing aplan to maximize shareholder valuefor all investors andwhile MNGwould make aprofit if the Randstaddeal closes, webelieve there is SIGNIFICANTLY moreupside foreveryone if theCompany is managed properlyover thelong-term.
MNGhas a significant anddeepunderstandingof thepressures facingMonster and the changesgoingon in the recruitment advertising industry. This, in part, isbasedon thefollowing:
·MNG hasbeen a partnerofMonster’s formanyyears
·Weown andoperate a jobboardbusinessofourown
·Wehave evaluatedmultipleotherjobboardbusinesses aspotential acquisitions
·Weoperateover240newspaperproperties in an industry thathasgonethrough itsown
dramatic shift inrecent history
We areconfident that with the right talent andplan,Monster canreduce its revenuedeclines and increase profitability, despitethenumerousheadwinds facingthe Company.Webelieve themain issues facingMonster are its lackof competentmanagement, itspoor strategy toaddress the shift in thebusiness, and its completely inadequateoversightby a Board thatdoesn’thave the experience, skillsordesireto turnthebusiness around.
Our currentplan for change focuseson threekey areas –1) returning togrowth,2)optimizing the cost structure and3)monetizing/restructuringnon-coreassets – and would specifically involve thefollowing initiatives:
·Reduce expenses by$100-$150millionthrough implementationofoperationalbest practices
·Monetizenon-core/underperforming assets that arenotbeingvalued at all in current stockprice
·Reducecapitalexpendituresto bemore in-line withcompetitors andotherdigital companies
·Simplify theproductoffering and increasesales productivity
·Focusmarketing effortson B2B customer acquisition and candidate acquisition, with a focuson
ROI, andexecute arebranding campaignto attractmillennials
Our strategyforMonsteris well thoughtout and the resultof anexhaustive studyof thebusiness and industry,combined withour Board’s relevant experienceexecuting thesetypesof initiatives,bothatMNG and ahostofotherbusinesses.MNGhas experience,both atournewspapers andour jobboardbusiness,making significant expense reductions whileminimizingimpacts to revenue, andourstrategy isgreatly informedbytheseexperiences. AtMNG, wehave reduced totaloperating expenses significantlyover the last fewyears andour revenueperformancehasbeen asgoodorbetter than similar largenewspaper companies in the industryover that same timeperiod. Additionally,atourJobs in the US
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business, we’vebeen ableto significantlyreduce expense while actuallygrowing revenueover the last fewyears.
With the right execution and strategy, focused around the key initiatives listed above, webelieveMonster has the ability todeliverlong-overduevalue to shareholders andcan achieve a stockpriceof$6 -$8 per shareover the next18months.
Recent Restructuring Actionsat theCompany HaveNotGoneNearly Far Enough
Monster claims that theyhave“already taken” actions to address challengesby cutting expensesover$100millionduring the past severalyears, cutting capitalexpendituresby50% and divestingnon-coreorunderperforming assets.
Tobe clear, the Companyhasnotgonenearly far enough intermsof whatitcouldor shoulddotorein inexpenses, reduce capital spending and divest, restructureor shutdown under-performing assets.
With regardstooperatingexpenses,Monster stillhas closeto3,700employees, withover1,000 in salesi andover61offices in23 countriesii. We simplydonot accept thenotion that the Companyhasdone everything it cantoreduceoperating expense.
Monster spendsmoreon capital expenditures as apercentageof its revenuethan its competitors and thismanagementteam/Boardhas aterribletrackrecordwhen itcomestogenerating a returnon capital invested –returnon capitalhas ranged annually from0.4%to4.4% since2013iii. We areconfident that significant improvementscanbemadeto theproduct even with a reduced capital expendituresbudget andwhat is clear isthatthemoney being spent nowisgeneratingminimal returns for shareholders.
The Company also contends that allnon-coreorunderperforming assetshavebeendivested. It’sdisingenuous for the Company tosay ithasdoneeverything it canhere when the internationalbusiness alonehasbeenunprofitable for the last 3years. Clearly there ismore todoto either restructure, sellor shutdownpiecesof the internationalbusiness.Moreover,our suspicion is that there areotherpartsofMonster’sbusiness, when analyzed with thenecessary levelof scrutiny, thatwould fall into the same category.
MNGisNOTTrying toTakeControlof Monster
Monster claims we are tryingto takecontrolofthe Company withoutpaying acontrolpremium. Comparing a campaigntoremove andreplace theBoardof anunderperforming company with anoffer toacquire the wholebusiness is akinto comparingapples andoranges.We areoffering shareholders a credible andpreferablealternativeto the sub-optimal Randstaddeal. Additionally, since we are shareholders in theCompany and intend tocontinuebeing shareholdersonceournominees are elected to the Board, we arecompletely aligned with all shareholders inourdesire tomaximize thevalueof the Company.
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MNGhas along-termviewon itsMonster investment andstrong conviction around thewell thoughtoutplan we’veput together and theexperienced slatewe’veassembled.We areconfident theopportunityexists to create significantlymore shareholdervalue if the right Board and leadershipteam is put in place andthe business isoperated properly.
Collectively,ourBoardhas experienceworkingon27 turnaround situations and seventeenyearsof experience working within therecruitment advertising industry. The strategy we areproposing forMonster isabsolutelyrealistic andourBoardhas the experience and know-howto executeit effectively.
QuestionableStrategic and Operational Decisionsby theIncumbentBoard
The Company’s financialperformanceunder the current Boardhasbeen terrible, with revenuedecliningbyover24% since2012 and stockperformance suffering as a result.
AsofOctober17,2016
| CumulativeTotal ShareholderReturn | |||||
| 1 YR | 2 YR | 3 YR | 4 YR | 5 YR | |
| Monster | (7%) | (47%) | (52%) | (10%) | (59%) |
| 2016ProxyPeer Group Average | 23% | 89% | 56% | 83% | 70% |
| S&P500 I ndex | 24% | 51% | 68% | 84% | 97% |
Source: S&P Capital IQiv
The incumbent Boardhas a longhistoryofpoordecision-making thathasnegativelyimpacted shareholdervalue. This isthe Board that:
·Brought Tim Yates in asCEO inNovember2014 and also re-appointedhim CFO in Februaryof2016despite hispoor previoustrackrecordof creatingvaluefor shareholders atMonster
| · | Granted Tim Yates agoldenparachuteofover$4.9millionv,despite little skin in thegame and even though the stock isdown92%visincehe joined the Company as an executive inJuneof2007 |
| · | Focusedonhavingdiscussions tosellMonster when it was trading ator around all-time lows, insteadof devising andexecuting aplanto fix the business |
· Authorized astockbuyback atover$6.00per sharein Q4of2015,onlytosellthebusinessfor
$3.40months later
| · | Wasted$12.5million toacquireJobr, a start-upmobile app with little revenueor specialized technology –MNGpricedout what itwouldcost todevelopvirtually the same app asJobr andbelieves itwould cost lessthan$250kto develop,or2%ofthepricepaid to acquire it |
| o | Spending$12.5million incash at this time for an app thathasvirtuallynorevenue and little in the wayof technologydifferentiationmakesno sense and is another exampleofpoor capital allocation |
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| · | Asserted theyhave“already taken” actionsto address challengesby cutting expensesover$100Mover thepastseveralyears; thereality isthat theCompanyhasnotgonenearly far enough intermsof whatit could doto rein in expenses &reduce capital expenditures;key ratios indicateMonster is severely underperformingpeersand has a bloatedcost structure |
| · | Claimed theyhavedivested allof thenon-core andunderperformingbusinesses; the reality is that there are still severalunderperformingbusinessunitsthat shouldbe evaluatedfordivestiture, restructuring,or shutdown if thereisnoviablepathto achieveacceptableprofitability |
· Enabled a lackof productstrategyto address shiftingmarket & revenue declines
| · | Demonstrated apparenttoleranceforcorporatelethargy and erosionof leadershipposition inmarket |
| · | Has consistently talkeddown thebusiness and itsprospects in an attemptto ram through the Randstad dealvii |
Given thishistoryofpoordecisionmaking, why should shareholdersnowbelieve the Board when it says thatthe Randstad deal isthebestoptionto delivervalue?
Flawed, RushedSale Process Raises Questions about Incumbent Board’s Motivations
Anoutright saleof theCompany wasnot – and isnot – theonlyoption. TheincumbentBoardtook the easy wayoutvia a“fire-sale” since theyhave littleskin in thegame, asthe incumbentnon-employeedirectors collectivelyown ameasly0.3%of the stockviii. It is clear tous that the Randstaddeal was entered intoby theBoardoutofdesperation toavoid responsibilityforyet anotherquarterlymissby theCompany.
TheCompanydidnotnegotiate ago-shopprovision with Randstad, even though theydidnot run a formal auctionprocess. Whileotherpotentialbuyers are abletotechnically submit bids,practically speaking,the rushed natureoftheprocesswouldmake ithard for any public company, privatecompany with a sophisticated Board,or traditionalprivateequity firm toparticipate.These typesofpotentialbuyers areused tomoreformalprocesses with structuredbidding rounds, reasonabledeadlines and a levelplaying field for allparticipants. Wehave talked tomultiple companies whohavestated that they would haveparticipated in a formalprocess hadtheCompany runone.
Moreover,now that thedeal with Randstadhasbeen executed,potentiallygoing“hostile” and submitting a competingbid withno accesstodiligence isnot somethingmostpublic companies, largeprivatecompaniesor traditionalprivate equity funds are comfortable with, thereby severely limitingpotential bid activity postthe executionofthemerger agreement.
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Aside fromthe rushed, flawed natureofthe“process”theCompany ran,we take issue with the fact that the Company wasexploring a sale withoutevaluating allother alternatives for restructuring thebusiness. As we’ve statedbefore, wedon’tbelievenow is the right timeto sell the Company,especially without anexhaustiveevaluationofotheroptionstoimprove thebusiness, andthere isnoevidence the Company went throughthistypeofevaluation.
Potential short-termpricemovementsSHOULDNOTbe amotivating factorfor aBoard andmanagementteam and it’s clear that this, at least inpart,was drivingthe Company’s motivationto get adeal done soquicklywithRandstad.
Board Has EnabledTim Yates to Potentially Make Over$4.9Millionif Randstad DealCloses
Monster CEO Tim Yates automatically getspaidover$1.7millionixif the Randstaddeal closes -even if he keepshisjob -because the Boardfoolishlyawarded equity awards with single-trigger change in controlprovisionsto executivespriortoMarchof2016 and allowedhimtonegotiate thedeal.Mr. Yates stands tomakeover$4.9millionx if the Randstaddeal is successful andhe isterminated“without cause”or terminates“for“good reason.”
Mr. Yatesowns less than1%xiof the Company andhasvery little“skin in thegame.” Given the fact that the Company’sstockhasdeclinedbyover92% sincehe firstbecame involvedin thebusiness in2007, andover55% the last12monthsxii, it seems whollyunfair to shareholders thathe stands tomake such a financialwindfall for“selling atthe bottom.”
DespiteMr. Yates’obvious conflicts resulting fromhisgoldenparachutes and lackof substantialownershipof theCompany,Monster’sBoardstill allowedMr. Yatesto run the Company’shaphazard sales“process” andcompletelyreliedonhimfor negotiations and updates.
A SIGNFICANT Upgrade to the Board - Introduction to MNG’s Nominees
Ournomineeshave avery relevant anddiversesetofskills across areas such as finance, salesmanagement,corporategovernance, restructuring, technology, recruitment advertising, andoperations.Collectively,theyhave:
·Significantpublicboardexperience: servedon16 publicboards
·Deep industry knowledge: Collectively,17years working directly intherecruitment industry
·Highly experienced leadership: heldC-levelroles at23 companies
·Proven turnaround/restructuringexperience: involved in27 turnarounds
Our highly qualified candidates include:
Daniel Dienst
Mr.Dienst served as a director and the Chief Executive Officer of Martha Stewart Living Omnimedia Inc., a media and merchandising company, from 2013-2015, where he led the
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turnaround of the famous brand and orchestrated its successful sale in 2015 to Sequential Brands, Inc. for $353 million. Prior to his service at Martha Stewart Living, Mr. Dienst had a distinguished career in the steel and metals industry, having served as the Group Chief Executive Officer of Sims Metal Management, Ltd. from 2008-2013, the world’s largest publicly listed metal and electronics recycler, processing and trading in excess of 15 million tons of metal annually from 270 facilities on five continents. He had previously sold Metal Management, Inc., a company that he founded and served in the capacity of Chief Executive Officer from 2004-2008, to Sims for $1.7 billion in 2008. Mr. Dienst also served as Chairman of the Board and Acting Chief Executive Officer of Metals USA, Inc., one of the nation’s largest steel processors, after its reorganization and until its going private sale to an affiliate of Apollo Management, L.P. in 2004. Mr. Dienst is also experienced in the financial markets, having served as a Managing Director of Corporate and Leveraged Finance at CIBC World Markets Corp., a diversified global financial services firm, from 2000-2004. From 1998-2000, he held various positions within CIBC, including Executive Director of the High Yield and Financial Restructuring Group. Previous to his time at CIBC, he served in various capacities with Jefferies & Company, Inc., a global investment banking firm. Mr. Dienst also recently served from 2014-2015 as a Director of 1st Dibs, Inc., a venture-backed e-commerce business owned by Benchmark Capital, Spark Capital, Index Ventures and Insight Venture Partners. Mr. Dienst holds a B.A. from Washington University in St. Louis. and a J.D. from Brooklyn Law School.
Mr.Dienst’squalifications as adirector includehis executive experienceas a CEO anddirectorof 4public companies,hisexpertise in turnarounds, special situations and corporatetransactions andhis experience inthemediasector.
JosephAnto
Mr. Anto is currently a Senior VicePresident atMediaNews Group, Inc. (d/b/aDigital FirstMedia), the second largestnewspaper company in the U.S.bycirculation, wherehehasserved since2013. From2014-2015,he wasVicePresidentof BusinessDevelopmentforMediaNews Group and also CEO atJobs in the US, a subsidiaryofMediaNews with regionally focusedjobboard sites inNew England. From2013-2014he wasManagingDirector atDigital First Ventures, the strategic investingdivisionofMediaNews Group. In2009he co-founded RumbaTime,LLC, a fashionbrand focusedon timepieces and accessories and served asthe Company’s CEOuntil2012. From2006-2009Mr.Antowas a Senior Analyst andDirectorof Investments atHarbinger CapitalPartners, amulti-strategy investment firm, wherehemanagedoneof the largestmerchantpower investmentportfolios in the sector, accounting for approximately30%of the Fund’s assets and completedM&A anddebt financing transactionstotalingover$4 billion invalue.Prior to his time atHarbinger,Mr. Antowas an associate at ABS CapitalPartners, a later-stageventure capital firm, and an analystat First Union Securities in their technology investmentbankinggroup.He is currentlyon theboardat CIPSMarketing Group, Inc. andhehaspreviouslyservedon theboardsofKelson
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Energy Inc., Kelson Canada and Rumbatime.Hehas a BBA fromEmory University and anMBA fromColumbia University.
Mr. Anto’squalifications as adirector includehisexpertiseas aprevious CEOof a jobboardbusiness,his executiveexperience,particularly in themedia industry, andhis expertise in turnarounds and corporate transactions.
EthanBloomfield
Mr. Bloomfield is currently the CEO of vitalfew, inc, a consulting and advisory business which he founded in 2015. He also serves on the Board of governors for TaTech, a leading industry association which enables the interaction of companies in the recruitment technology space. He has been a member since 2006 and on the board of governors since the first board was elected by the membership. In 2016, he co-founded and is also the current CRO of ConversationDriver, a company that utilizes software to help organizations improve efficiencies in sales outreach. From 2012-2015, he served as the Senior Vice President of Sales and Business Development at recruitment technology company, ZipRecruiter, which he joined in 2012 as the 20th employee and the first in sales. In his role at ZipRecruiter he developed the entire sales organization, which he grew from concept to over 120 reps when he left the company. Previously he was Vice President of Business Development at JobTarget, a company that provides technology to organizations that want to offer their own web-based job boards to their members. While at JobTarget, he was instrumental in launching innovative new products and also led the acquisition of two companies. Mr. Bloomfield holds a B.A. from the University of Massachusetts, Amherst.
Mr. Bloomfield’squalifications as adirector includehis expertise in recruitmenttechnologies,developedover a career spanningmore than twelveyears in the space.He is widely recognized as a thought leader in the sector and, in additionto advisingorhaving advised almost thirtycompanies in the industry,heis a frequent speaker at industryconferences andevents.
Heath Freeman
Mr. Freeman is thePresident, a FoundingMember, andDirectorof Alden Global Capital,LLC, aNew York-based investment firmfocusedondeepvalue, catalystdriven investing.Hehasbeen with the firm since its founding in2007, andhasbeen itsPresident since2014.Mr. Freeman currently serves as Vice ChairmanofMediaNewsGroup, Inc. (d/b/aDigital FirstMedia), the second largestnewspaperbusiness in the United Statesby circulation withover$1billionof annual revenue,owningnewspapers suchas TheDenverPost, SanJoseMercuryNews andOrange County Register.He alsoserveson the compensationcommittee and leads the strategic review committeeforMNG andhas servedon itsboard since2011.Mr. Freeman is aco-founder andserveson theboardof SLT Group, Inc. (d/b/a SLT) aprivate fitnessbusinessbasedoutofNewYork and started in2011, which recently took in a
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largegrowth investment fromNorth CastlePartners, aprivate equity firmfocusedon thehealth and wellness space.Mr. Freeman alsoco-founded Cityof Saints CoffeeRoasters in2013, a third wave coffeeroaster, wholesaler andretailerbasedoutof Brooklyn,NY.Priorto Alden, from2006 -2007,Mr. Freeman worked as an Investment Analyst atNewYork-based SmithManagement, aprivate investment firm.Priorto that, from2003 -2006,Mr. Freeman wasan investmentbanking analystatPeterJ.Solomon Company, aboutique investmentbank,workingonmergers and acquisitions, restructurings and refinancing assignments. Hehaspreviously servedon theboards at ThePhiladelphiaMediaNetwork and TheJournal RegisterCompany,amongothers.Currently,Mr. Freeman also servesas Chairmanof the AdvisoryBoardforJewishLife atDuke University’s Freeman Center andhealsograduated with a BA fromDuke University.
Mr. Freeman’squalifications as adirector includehis experience as an investor, investmentbanker andboardmemberofmultiplecompanies with expertise in finance, compensation, turnarounds, corporate transactions and significantly improvingvalue at underperformingcompanies.
Kevin Gregson
Mr. Gregson has served as the Americas Leader for the Insurance Industry for Willis Towers Watson plc since 2013. Prior to his role at Willis Towers Watson, Mr. Gregson was a Managing Director at Alvarez and Marsal Holdings, LLC, a financial advisory services company focused primarily on the financial services industry, from 2010-2013. Mr. Gregson has over thirty years of experience in developing and implementing business solutions for global organizations. Prior to joining Alvarez and Marsal, Mr. Gregson served as founder and president of Bridge Pointe, LLC, a Bermuda-based insurance and reinsurance company and advisory services firm that provides innovative insurance solutions for insurers and corporate sponsors. Previously, he was a co-founder and principal of the Gregson Group, a business advisory firm helping companies align business strategies with organizational and human capital strategies. He is currently a director at Fidelity & Guaranty Life, a provider of life insurance and annuity products, where he serves on the audit, compensation and related party transactions committee. Mr. Gregson holds a B.A. from the University of Delaware and has attended the Executive Finance Program at the University of Michigan.
Mr. Gregson’s qualifications as a director include his experience advising companies on complex business and financial issues for thirty years, and his expertise in corporate governance, strategy, and financial/operational performance improvement.
LowellRobinson
Mr. Robinson is ahighly regarded financial andoperating executive with thirtyyearsof senior-level strategic, financial, governance, turnaround andM&A experience.Hehas alsobeenon
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sevenpublic companyboards, andhas experience serving as Chairmanof theboard as wellas Chairmanof audit and compensation committees. From2006-2009,Mr. Robinson was Chief Financial Officer and Chief Operating OfficerforMiva, Inc., adigitalmarketing company, and wasinstrumental inMiva’s turnaround and subsequent sale.He waspreviouslySenior Executive VicePresident and Chief Financial OfficerofHotJobs.com, anonline jobboard, wherehe was responsiblefor all finance and administrative functions at thecompany. Afterbringing the company toprofitability ayear aheadof expectation,HotJobs was soldto Yahoo!for$500million,representing a75%premiumtomarket.PriortojoiningHotJobs,Mr. Robinsonwas Executive VicePresident and Chief Financial Officer forPRT Group, a software and IT services company, wherehe raised$62million in its initialpublicoffering. In1994,Mr. Robinsonwas recruited by the CEO andWarburgPincus to serve asthe Chief Financial Officerof Valassis Communications, Inc. (f/k/a Advo, Inc.), a Fortune500 company and thelargestdirectmarketing companyon theNew York StockExchange with$2billion inrevenues.Over a three-yearperiod, shareholdervalue increased300%duetooperational initiatives whichhe led, in additiontopayingout aone-time$10 specialdividend.Previously,Mr. Robinsonheld senior financialpositions with Citigroup,Mars, Inc. and Kraft Foods Group, Inc.He is currentlyon theboard at EVINELive Inc., andhaspreviously servedon theboardof TheJones Group, Inc., wherehe chaired theaudit and compensation committees, in additiontohaving servedon theboardsof fiveotherpubliccompaniesover thecourseofhis career.Mr.Robinsonholds a B.A. from The Universityof Wisconsin andanM.B.A. in finance fromHarvard Business School.
Mr.Robinson’squalifications as adirector includehisC-levelexecutive experienceatmultiple companies,hisexperience servingon theboardsof sevenpublic companies andhis expertise in finance, corporate governance,turnarounds and corporate transactions.
GregorySlayton
The Hon. Gregory Slayton has served as the Managing Director of Slayton Capital, an international venture capital firm that has been an early investor in some of the most successful companies in Silicon Valley history, since 2002. He was an early investor in Google and Salesforce.com and served on the advisory boards of both companies. From 2005-2009, Mr. Slayton was the United States Chief of Mission (defacto Ambassador) to Bermuda, serving under both the Bush and Obama Administrations. From 2000-2002, he served as Chief Executive Officer of ClickAction Inc., an email marketing services company that was acquired by InfoUSA Inc., and prior to this, he was Chief Executive Officer and Chairman of MySoftware, which merged with ClickAction in 2000. He has also served as Distinguished Visiting Professor at Peking University and as a visiting professor at UIBE Business School, Beijing & Szechuan University, Dartmouth College, Harvard University and the Stanford Graduate School of Business. Mr. Slayton has been featured in the Wall Street Journal, Time and three Harvard Business School case studies. He has lived and worked extensively in Asia, Africa, Europe and Latin America, and was a Fulbright Scholar at the University of the
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Philippines, where he completed a Masters in Asian Studies with honors. Mr. Slayton holds a B.A. from Dartmouth College and an M.B.A. from Harvard Business School, having graduated from both institutions with honors.
Mr. Slayton’squalifications as adirector includehisexperience as an investor in technologycompanies,his executiveexperienceas CEOofmultiplecompanies,his experienceservingon theboardsoffourpublic companies and hisexpertise in technology,operations and internationalmarkets.
MNG’s Strategy will Benefit ALL Shareholders
As shareholders, wedon’thaveto settlefor the“fire-sale” Randstaddeal thatwasbrought tousby the currentBoardor thepoorperformanceof theCompany thathas takenplaceunder its watch. Simplyput, we expectmore from theboardmembers we entrust with creatingvalue at the companieswe invest in andwe thinkother shareholders shouldexpectmore aswell. There is abetter path forward forMonster and weareconfident that theplanwe’ve laidout and theboard candidateswe arepresenting represent thebestpossible alternativetodeliver substantialvalueto shareholders. We encourage all shareholderstovisitour website, revitalizemonster.com, to learnmore aboutournominees andour strategic planto revitalizethe Company.
Ifyouhave anyquestions,pleasecontact OkapiPartnersLLCatinfo@okapipartners.comor212-297-0720.
Sincerely,
MediaNews Group, Inc.
AboutMediaNewsGroup,Inc.
MediaNews Group, Inc. (d/b/aDigital FirstMedia) is a leader in local,multiplatformnews and information,distinguishedby itsoriginal content andhighquality,diversifiedportfoliooflocalmedia assets.Digital FirstMediais the second largestnewspaper company in the United Statesby circulation, serving an audienceofover40million readerson amonthlybasis. The Company’sportfolioofproducts includes67dailynewspapers and180non-dailypublications.Digital FirstMediahas a leading localnews audience share in eachof itsprimarymarkets and its contentmonetizationplatforms serve clientsonboth a national andlocal scale.
InvestorContact:
Joe Anto
MediaNews Group
212-634-9642
MichaelFein &Jon Einsidler
OkapiPartners
212-297-0720 info@okapipartners.com
MediaContact: Alexandra Gambale
Peppercomm
212-931-6170
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MediaNews Group, Inc.,Joseph Anto, Ethan Bloomfield,DanielDienst,Heath Freeman, Kevin Gregson,LowellRobinson and Gregory Slayton (collectively, the“Participants”)have filed with the Securities and ExchangeCommission (the“SEC”) adefinitive consent statement and accompanying formofconsent card tobeused in connection with the solicitationof consents from the stockholdersofMonster Worldwide, Inc. (the“Company”). Allstockholdersof theCompany are advised toread thedefinitive consentstatement andotherdocuments relatedto the solicitationofconsentsby theParticipantsas theycontainimportant information, including additional information relatedto theParticipants. The consentstatement and an accompanyingconsent card willbe furnished to someor allof theCompany’s stockholders and willbe, along withother relevantdocuments,available atno chargeon the SEC website athttp://www.sec.gov/or from OkapiPartners at(855)305-0856or info@okapipartners.com.
Information about theParticipants and adescriptionof theirdirector indirect interestsby securityholdings is contained in thedefinitiveconsent statementon Schedule14A filedby theParticipants with the SECon October20,2016. Thisdocument is available freeof charge from the sources indicated above.
ImportantInformationAbout theTenderOffer
The tenderoffer referenced in thispressreleasehasnotyet commenced. This announcement is for informationalpurposesonly and isnot anoffertopurchaseor asolicitationofanoffer to sellsecurities,nor is it a substitutefor the tenderoffermaterials that willbe filed with theSEC. Thesolicitation andoffertobuy sharesof common stockofMonster willonlybemadepursuantto an OffertoPurchase and related tenderoffermaterials that willbe filedbyMNG (through an affiliate) with the SEC. THE TENDER OFFERMATERIALS OFMNG ON SCHEDULE TO (INCLUDING AN OFFERTOPURCHASE, A RELATEDLETTER OF TRANSMITTAL ANDCERTAINOTHER TENDER OFFERDOCUMENTS) WILL CONTAIN IMPORTANT INFORMATION.MONSTER SHAREHOLDERS SHOULD READ THESEDOCUMENTS CAREFULLYWHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THATMONSTERSHAREHOLDERS SHOULD CONSIDERBEFOREMAKING ANYDECISIONREGARDING TENDERING THEIR SECURITIES.Copiesof thesedocuments, when filed with the SEC, willbeavailable freeof chargeby contacting OkapiPartnersLLC, the information agent for the tenderoffer,at(855)305-0856. Thesedocuments, when filed withthe SEC,will alsobe available for free at the SEC’swebsiteatwww.sec.gov.
WarningRegarding Forward LookingStatements
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THISPRESS RELEASECONTAINS FORWARDLOOKING STATEMENTS. FORWARDLOOKING STATEMENTS CAN BE IDENTIFIEDBY USE OFWORDS SUCHAS“OUTLOOK”,“BELIEVE”,“INTEND”,“EXPECT”,“POTENTIAL”,“WILL”,“MAY”,“SHOULD”,“ESTIMATE”,“ANTICIPATE”, ANDDERIVATIVES ORNEGATIVES OF SUCH WORDS OR SIMILARWORDS. FORWARDLOOKING STATEMENTS IN THISPRESSRELEASE ARE BASED UPONPRESENT BELIEFS OR EXPECTATIONS.HOWEVER, FORWARDLOOKING STATEMENTS AND THEIR IMPLICATIONS ARENOT GUARANTEEDTO OCCUR ANDMAYNOTOCCUR AS A RESULTOF VARIOUS RISKS, REASONS AND UNCERTAINTIES, INCLUDING UNCERTAINTY AS TO WHETHER THE CONDITIONSTO THE TENDER OFFER WILL BE SATISFIED, THENUMBER OF SHARES OFMONSTER COMMON STOCK THAT WILL BE TENDERED AND WHETHER THE TENDER OFFER WILL BE COMMENCED OR CONSUMMATED.EXCEPT AS REQUIRED BYLAW,MNG AND ITS OWNERS AND RELATEDPERSONS UNDERTAKENO OBLIGATION TO UPDATE ANYFORWARDLOOKINGSTATEMENT, WHETHER AS A RESULT OFNEW INFORMATION, FUTUREDEVELOPMENTS OROTHERWISE.
Note:unless citedbelow, Monsterhistoricalfinancials anddatapoints referenced in this letterarefrom the
Company’s SECfilings andpressreleases
i According to previous conversations with Monster Investor Relations. Based on our understanding, this includes inside sales, outside sales, management and sales/customer support
ii http://www.monster.com/about/our-locations
iii S&P Capital IQ
iv 2016 Proxy Peer Group includes: IAC/InterActiveCorp; LinkedIn Corporation; Earthlink Holdings Corp.; VeriSign,
Inc.; Shutterfly, Inc.; Pandora Media, Inc.; j2 Global, Inc.; Pegasystems Inc.; Blucora, Inc.; WebMD Health Corp.; NetSuite, Inc.; Web.com Group, Inc.; and DHI Group, Inc. Excludes three companies that are no longer standalone public companies since they have been acquired; Calculation of Cumulative Total Shareholder Return assumes dividends are reinvested
v Company’s Consent Revocation Statement, filed on Schedule 14A on October 18, 2016
vi Based on stock price of $44.72 on June 8, 2007
vii For instance, Monster made statements in a press release filed on Schedule 14D-9/A on September 30, 2016,
claiming, “Monster’s Board recognized that enhancing Monster’s competitive position in the current environment will require continued investment, and the Company will likely operate in a low growth environment with substantial margin pressure for several years.” Several days later, Monster wrote in a shareholder presentation filed on Schedule 14A on October 4, 2016 (the “October 4 DEFA14A), “If the Randstad transaction does not close, Monster’s stock price could trade down to or below the pre-announcement price.”
viii S&P Capital IQ
ix Company’s Solicitation/Recommendation Statement, filed on Schedule 14D-9 on September 6, 2016
x Company’s Solicitation/Recommendation Statement, filed on Schedule 14D-9 on September 6, 2016
xi Company’s Consent Revocation Statement, filed on Schedule 14A on October 18, 2016
xii Based on Monster stock price on October 15, 2015 of $7.60
