[TMP WORLDWIDE LOGO]
FOR IMMEDIATE RELEASE
Contact: David Rosa
TMP Worldwide
212-351-7067
david.rosa@tmp.com
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Andrea Retzky
BSMG Worldwide
212-445-8247
aretzky@bsmg.com
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TMP WORLDWIDE, PARENT OF MONSTER.COM,
ANNOUNCES AGREEMENT TO ACQUIRE HOTJOBS
PURCHASE PRICE OF APPROXIMATELY $460 MILLION,
20.9% PREMIUM OVER HOTJOBS' PREVIOUS DAY CLOSE
NEW YORK, NY - June 29, 2001 -TMP Worldwide Inc. (NASDAQ: TMPW), the world's
leading supplier of human capital solutions, including the pre-eminent Internet
career portal Monster.com(R), announced today that it has entered into an
agreement to acquire HotJobs.com, Ltd. (NASDAQ: HOTJ), a leading recruitment
company whose services include the HotJobs.com consumer job board. TMP intends
to maintain HotJobs.com as a stand-alone site and brand. Monster and HotJobs
will be a formidable combination in the online recruitment industry, with a
total of more than 14 million resumes and more than 650,000 jobs.
Under the terms of the acquisition, each share of HotJobs common stock
outstanding will be exchanged for 0.2195 shares of TMP common stock. As a
result, TMP anticipates issuing a total of approximately 8.3 million shares of
its common stock, with a value of approximately $460 million, based on the
10-day average TMP closing
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stock price, representing a 20.9 % premium to HotJobs' June 28, 2001 closing
price. In addition, outstanding HotJobs options will be converted into options
to acquire TMP Worldwide common stock at the same exchange ratio. After the
completion of the merger, based on shares currently outstanding, TMP Worldwide
will have approximately 116.8 million shares
outstanding.
The Board of Directors of both companies have approved the transaction,
which is expected to be tax-free to the shareholders of both companies. The
merger is subject to the approval of HotJobs' shareholders, regulatory approval
and other customary closing conditions, and is expected to close in the fourth
quarter of 2001. The transaction is being accounted for as a pooling of
interests under U.S. generally accepted accounting principles.
The acquisition will enable TMP Worldwide, whose services address every
level of employment needs from intern to CEO, to manage the number one and
number two global online career brands and web sites, according to industry
rankings from Media Metrix.
"This acquisition will significantly expand our portfolio of services and
our reach among job seekers and employers who view the Web as an essential
channel for career management and finding talent," said Andrew McKelvey,
chairman and CEO of TMP Worldwide. "HotJobs is an excellent fit for us, offering
both strategic opportunities and operational synergies. As we move forward with
the integration, we will leverage efficiencies of our newly combined services
and scale. With the addition of HotJobs, TMP and Monster.com's strong global
presence will be expanded by the increased breadth and depth of services."
"I'm eager to welcome the HotJobs' employees to TMP Worldwide. HotJobs'
contributions and achievements have helped to grow online recruitment into a
credible industry," said Jeff Taylor, CEO of Monster.com and TMP Interactive.
"They have cultivated a unique niche in the career services and recruitment
industry. Our team is
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excited about working with them to create the new marketplace for job seekers
and employers."
"Becoming part of TMP Worldwide will provide our company with enormous
opportunities for cross selling services and international growth," added
Dimitri Boylan, acting President and CEO of HotJobs. "This is an exciting new
chapter for us and I'm excited to bring our talents and services across to the
TMP spectrum of career services."
A conference call to discuss the above transaction has been scheduled for
8:30 AM E.S.T. on Monday, July 2. Individuals wishing to participate can join
the conference call by dialing 1-888-209-3908 at 8:20 AM E.S.T. For those
outside the United States, please call in on 1-212-896-6123.
ABOUT TMP WORLDWIDE
Founded in 1967, TMP Worldwide Inc., with more than 9,500 employees in 32
countries, is the online recruitment leader, the world's largest Recruitment
Advertising agency network, and one of the world's largest Executive Search and
Executive Selection agencies. TMP Worldwide, headquartered in New York, is also
the world's largest Yellow Pages advertising agency and a provider of direct
marketing services. The company's clients include more than 90 of the Fortune
100 and more than 480 of the Fortune 500 companies. In June 2001, TMP Worldwide
was added to the S&P 500 Index. More information about TMP Worldwide is
available at www.tmp.com.
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ABOUT MONSTER.COM
Monster.com, headquartered in Maynard, Mass., is the leading global careers
website, recording over 26.9 million unique visits during the month of May 2001
according to independent research conducted by I/PRO. Monster.com connects the
most progressive companies with the most qualified career-minded individuals,
offering innovative technology and superior services that give them more control
over the recruiting process. The Monster.com global network consists of local
content and language sites in the United States, United Kingdom, Australia,
Canada, the Netherlands, Belgium, New
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Zealand, Singapore, Hong Kong, France, Germany, Ireland, Spain, Luxembourg,
India and Italy. More information about Monster.com is available at
www.monster.com or by calling 1-800-MONSTER.
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ABOUT HOTJOBS.COM
HotJobs.com is a leading Internet recruiting solutions company that develops and
provides companies with innovative recruiting solutions and services.
HotJobs.com (www.hotjobs.com), the company's popular consumer job board,
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provides a direct exchange of information between opportunity seekers and
employers, and includes features such as HOTBLOCK, which enables job seekers to
block specific companies from searching their resumes. In addition, HotJobs also
offers an Agency Desktop, which provides a direct, business-to-business exchange
between corporate hiring managers and staffing agencies. Over 10,600 companies
subscribe to HotJobs' online employment exchanges. HotJobs also provides
employers with progressive recruiting solutions such as its Resumix(R) and
Softshoe(R) hiring management software, Career Expos, its HotReach affiliate
program, and Diversity Marketing Solutions.
Special Note: The above statements include forward-looking statements based on
current management expectations. Factors that could cause future results to
differ from these expectations include the following: risks associated with
acquisitions, competition and seasonality. Additional factors are described in
the company's reports filed with the Securities and Exchange Commission.
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