UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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¨ | Definitive Proxy Statement |
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MPS Group, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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![]() Company Meeting Company Meeting October 23, 2009 October 23, 2009 |
![]() 2 Agenda Agenda • Opening Comments Tim Payne • Welcome, Tig Gilliam • Questions & Answers • A Word from the Chairman Derek Dewan • Employee Benefits Thom Burke • Questions & Answers |
![]() Tim Payne Tim Payne |
![]() 4 Our People Our People • Local Branches • Technical Services • Marketing & Strategic Sales • Legal & Contracts • Accounting, Finance & Client Services • Human Resources |
![]() 5 Recent Announcement Recent Announcement • As you know, Adecco Group made an offer to buy MPS Group stock at $13.80 per share • This is a significant premium • This is a proposed transaction that still needs approval from shareholders and regulators • The Board of Directors felt this was the best decision for shareholders |
![]() 6 Who Is Adecco Group? Who Is Adecco Group? • Fortune Global 500 company • 5,800 offices in 60 countries • 2008 revenue: $30 billion • Strong financial position • Publicly traded in Europe |
![]() 7 About Adecco Group About Adecco Group • Global leader in general staffing • Strategic objective to increase professional staffing capabilities • Current revenue mix: • 17% Professional Staffing • 83% General Staffing • Acquisition will complement Adecco’s business, giving the combined company a new breadth of focus • Over $2 billion in North America revenue |
![]() 8 Professional General 25% 75% Pro-forma* revenue split Adecco revenue split Source: Adecco estimate * Includes revenues of Adecco, Spring Group and MPS Group; based on FY 2008 revenue in EUR 17% 83% • A significant shift towards professional staffing Revenue Mix Revenue Mix |
![]() France US & Canada UK & Ireland Germany Japan Italy Iberia Other Adecco Pro-forma* 33% 13% 7% 8% 7% 6% 5% 21% 30% 17% 11% 7% 7% 5% 5% 18% Source: Adecco estimate * Includes revenues of Adecco, Spring Group and MPS Group Geographic Mix Geographic Mix • Increases geographic diversification • North America – 13% to 17% ; UK – 7% to 11% 9 |
![]() 10 What Changes If Deal Closes What Changes If Deal Closes • Adecco plans to make Jacksonville the support hub for North America Professional Services • MPS Group stock will no longer be traded as a public company |
![]() 11 What Will Not Change What Will Not Change • Our employee benefit plans, at least through the end of next year • Years of service and benefits eligibility • The type of work that we do • The outstanding support that you provide to our field offices |
![]() 12 Group Services Team Group Services Team • Strong support for field • Excellent systems and processes • Highly efficient • Great, experienced people • A valuable asset going forward • Change brings opportunity |
![]() Tig Gilliam Chief Executive Officer, North America Tig Gilliam Chief Executive Officer, North America |
![]() Questions & Answers Questions & Answers |
![]() Derek Dewan Chairman of the Board Derek Dewan Chairman of the Board |
![]() Thom Burke Thom Burke |
![]() 17 Employee Benefits Employee Benefits • Health Care Plans • 401(k) Plan • Employee Stock Purchases • Company Holidays & Paid Time-Off |
![]() 18 MPS Health Care Plans MPS Health Care Plans • There will be NO changes to our health care benefits plan offering next year • Small increase of 5% in Medical, Dental, and Vision premiums, effective Jan 2010 • MPS is sharing the cost of the increase and is paying for most of the premium • 2010 Open Enrollment is Nov 2 nd – 13 th • Could move to Adecco’s Health Care plans in 2011, if deal closes |
![]() 19 MPS 401(k) Plan MPS 401(k) Plan • MPS 401(k) plan will not change next year, except maybe some of our fund options • May transition to Adecco’s 401(k) in 2011, if the transaction closes • If 401(k) plans change, employees can roll their balance into Adecco’s plan or an IRA • MPS 401(k) year-end match level still dependent on company performance |
![]() 20 Employee Stock Purchases Employee Stock Purchases • Any company stock purchased through our ESPP, 401(k), or EDC plans will be cashed out at $13.80 per share in Q1 2010, if deal closes • ESPP stock purchases made in Q2 to Q4 2009 will incur taxes due to 1 year rule • For questions regarding stock or options, call Investor Relations |
![]() 21 Company Holidays & PTO Company Holidays & PTO • Company holidays will remain the same until such time as deal may close • Adecco’s holiday schedule is similar to ours • MPS PTO policy will remain in place for existing employees through next year • Adecco’s policy is similar to ours |
![]() 22 Summary Summary • Adecco is a large company with competitive benefits • More clarity once we know if and when deal will close • Until then, business as usual • The law requires us to remain separate companies until closing • No contracts or coordination with Adecco personnel is allowed without advanced clearance from the legal department |
![]() Questions & Answers Questions & Answers |
![]() 24 Additional Information & Where To Find It Additional Information & Where To Find It In connection with the proposed merger, MPS Group will file a proxy statement with the Securities and Exchange Commission ("SEC"). Investors are urged to read the proxy statement when it becomes available because it will contain important information about the merger as well as other documents filed by MPS Group at the SEC's Internet site, www.sec.gov. These documents can also be obtained for free from MPS Group's Investor Relations web site at www.mpsgroup.com or by calling 904-360-2500. MPS Group and its directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed merger. Information regarding MPS Group's directors and executive officers is available in MPS Group's proxy statement dated April 20, 2009, filed with the SEC. Additional information regarding the interests of participants of MPS Group will be included in the proxy statement to be filed with the SEC in connection with the merger. |
![]() Thank You! Thank You! |