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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
CONTACT: FOR TMP WORLDWIDE
Jim Treacy (212) 527-8604
jtreacy@tmp.com
Lavine Surtani (212) 445-8262
lsurtani@bsmg.com
FOR LAI WORLDWIDE
Philip Albright (813) 961-7494
Janey Loyd (203) 324-4445
TMP WORLDWIDE TO ACQUIRE LAI WORLDWIDE
ACQUISITION OF FIFTH LARGEST U.S.-BASED EXECUTIVE SEARCH FIRM
STRENGTHENS TMP'S GLOBAL "INTERN-TO-CEO" RECRUITMENT STRATEGY
NEW YORK, NY, MARCH 11, 1999 - TMP Worldwide Inc. (NASDAQ: TMPW; ASX: TMP), the
leading provider of global recruitment solutions including the dominant
Internet career portal, Monster.com, and the world's largest Yellow Pages
advertising agency, and LAI Worldwide, Inc. (NASDAQ: LAIX) today announced they
have entered into an agreement by which TMP will acquire LAI in a pooling of
interests transaction.
LAI Worldwide is a New York-based retained executive search firm, with
19 offices in the United States, and two international offices. For the nine
months ended November 30, 1998, LAI reported net fee revenues of $71.0 million
and EBITDA of $6.8 million. LAI also reported net cash of approximately $28.5
million as of that date.
LAI Worldwide's operations will be combined with TMP Worldwide-owned
TASA Worldwide and the combined entity will rank as one of the world's largest
executive search firms. Michael Squires, currently president of TASA Worldwide,
and Robert L. Pearson, LAI Worldwide's chairman and CEO, will jointly run the
combined operations.
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On a pro-forma basis for calendar 1998, executive search commissions
and fees for the combined entity would have been approximately $155.0 million,
of which 25% would have related to searches conducted outside the U.S.
The acquisition, which is anticipated to close in the third quarter,
is expected to be accretive immediately. It is estimated that costs associated
with the merger, including a non-cash charge of $2.7 million to reflect the
accelerated vesting of equity incentives due LAI employees, will be
approximately $6.0 million.
Under the terms of the agreement, each share of LAI stock will be
exchanged for 0.1321 shares of TMP common stock, assuming that the TMP average
share price for the 20 days ending on the 2nd day prior to closing is between
$42.00 and $64.00 per share. Should the 20-day average share price of TMP stock
fall below $42.00 per share, unless TMP elects to terminate the acquisition,
the exchange ratio will be adjusted to that obtained by dividing $5.55 by TMP's
20-day average stock price measured prior to closing. Should TMP's 20-day
average share price exceed $64.00 per share, the exchange ratio will be
adjusted to that obtained by dividing $8.45 by TMP's 20-day average stock price
measured prior to closing, but not below that which would provide LAI
shareholders with a fraction of a TMP share equal to $5.55. Based on the
exchange ratio of 0.1321, TMP Worldwide expects to issue approximately 1.2
million shares, including the effect of options. The agreement is subject to
customary closing conditions, including approval by the shareholders of LAI
Worldwide.
"By joining TASA and LAI's operations, we greatly strengthen our
global executive search infrastructure, further solidifying our position as one
of the world's leading executive search firms," said Andrew J. McKelvey,
chairman and CEO of TMP Worldwide. "The addition of LAI complements TASA's
already strong presence overseas. With so many foreign-based open positions
controlled by U.S. companies, a large presence in the U.S. will add substantial
new business opportunities to our overseas offices."
Mr. McKelvey continued, "We are aware of LAI's past difficulties and
the fact that they expect to report a loss for the fourth quarter of fiscal
1998, which will include operating and
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restructuring charges. However, the synergies with TASA Worldwide are great,
and we expect LAI's acquisition to be immediately accretive."
Jeff Taylor, CEO of TMP Interactive, stated: "LAI's web-based
assessment tools and competency-based job profiling capabilities, will
significantly boost mid-level executive search product offerings on
Monster.com."
"LAI Worldwide is an industry leader, with a reputation for providing
its clients the very best in high-end executive search services," said Michael
Squires, president of TASA Worldwide. Mr. Squires continued, "I am looking
forward to working with Bob Pearson and the LAI team. Our TASA consultants have
the highest regard for LAI and we are very excited by the opportunity of
building a premium worldwide executive search practice."
With the addition of LAI, TASA Worldwide expands and strengthens its
leadership position in executive search for the financial services and
technology industries. Moreover, with LAI, TASA expands its search capabilities
into other important and growing industries such as health care, industrial,
and consumer products.
"We are very pleased to be associated with a company as innovative
and exciting as TMP Worldwide," said Robert L. Pearson, chairman and CEO of LAI
Worldwide. Mr. Pearson continued, "Recently, LAI experienced a challenging
market environment. We have made the necessary decisions to turn our operations
around. We believe that combining with TMP Worldwide provides the necessary
catalyst to expand LAI's executive search business to the next level while
maximizing shareholder value."
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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Founded in 1967, TMP Worldwide, has more than 4,750 employees in 19
countries. The company's clients include more than 70 of the Fortune 100 and
more than 400 of the Fortune 500 companies.
TASA has over 130 consultants operating through 12 offices in Europe,
six offices in the Asia-Pacific region, six associated offices in Latin America
and nine offices in the United States, which will integrate with LAI
Worldwide's operations.
LAI is one of the largest providers of executive recruiting services,
offering its services exclusively on a retained basis. To help its clients meet
the demands of a changing workforce in the markets it serves, LAI identifies,
evaluates and recommends qualified candidates for senior executive positions
primarily at Fortune 500 and large, private companies. LAI has 121 executive
search consultants located in 19 offices in the United States as well as
offices in London and Hong Kong.
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