MANPOWER INC. TO ACQUIRE RIGHT
MANAGEMENT CONSULTANTS, INC.
TO EXPAND ITS CONTINUUM OF EMPLOYMENT SERVICES
MILWAUKEE, WI, USA, December 10, 2003 – Manpower Inc. (NYSE:
MAN), a world leader in the staffing industry, announced today
that it has entered into an agreement to acquire Right Management
Consultants, Inc. (NYSE: RHT), the largest career transition and
organizational consulting services provider in the world. Subject
to certain adjustments described below, the value of the consideration
for each outstanding share of Right common stock would be $18.75,
for a total transaction value of approximately $488 million, including
the value of stock options.
“The acquisition of Right is an exciting and compelling
opportunity for us to expand the range of services that we provide
to our customers around the world in a direction that is consistent
with our business strategy, and where customer demand is growing,”
said Jeffrey A. Joerres, Chairman & CEO of Manpower Inc. “We
are listening to our customers and setting the new global standard
for the role of employment services providers, serving our clients
as their strategic partner throughout every stage of the employment
life cycle. Right has an outstanding management team that will
enable us to take another key step toward reaching this vision,”
Joerres added.
Richard J. Pinola, Chairman & CEO of Right Management Consultants,
Inc. said, “We are excited to be joining the Manpower family
where we can continue to grow our business around the world and
leverage the strengths of both companies to meet the needs of
our customers. Our corporate values and business philosophies
are extremely well aligned, and I feel confident this will be
a winning combination for our employees, our shareholders and
our clients.”
Right generated revenues of $344 million and net income of $31
million through the third quarter of 2003 and is expected to generate
total 2003 annual revenues of approximately $450 million and net
income of approximately $41 million.
Pinola added, “Our management team is committed to working
with Manpower and building upon the foundation we have set in
place to provide an enhanced range of services to our mutual clients.”
Manpower developed an organizational consulting business, The
Empower Group, in 2000, which today operates through 19 offices
in 11 countries. This operating unit will be merged into Right
after the acquisition is completed. Rich Pinola will continue
as CEO of Right Management Consultants, reporting to Jeff Joerres.
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Conference Call and Webcast
Manpower and Right will discuss the acquisition plans in a live
Webcast on Thursday, December 11 at 8:30 a.m. EST (7:30 a.m. CST),
which can be accessed on Manpower’s Web site at www.investor.manpower.com
or on Right’s Web site at www.right.com under the section
for “investors.” The Webcast will be available for
replay at the same URLs beginning at 10:30 a.m. EST (9:30 a.m.
CST) on December 11. The replay will remain available for 30 days
in these locations.
About the Transaction
Manpower expects to commence an exchange offer shortly. Each share
of Right common stock tendered in the exchange offer will be exchanged
for a number of shares of Manpower common stock equal to $18.75
divided by the average trading price of Manpower’s common
stock during the ten trading days ending on and including the
second trading day prior to the closing of the exchange offer.
Based on the closing price of $45.23 for Manpower’s common
stock on December 10, 2003, the exchange rate would equal 0.4145
shares of Manpower common stock for each share of Right common
stock. Pursuant to the agreement, this exchange rate will not
be greater than 0.4497, nor less than 0.3680. If the average trading
price is less than $37.80, Right may terminate the agreement,
unless Manpower exercises its option to issue an additional number
of its shares such that the total number of shares of Manpower
common stock exchanged for each share of Right common stock multiplied
by the average trading price is equal to $17.00.
Upon completion of the exchange offer, any remaining shares of
Right common stock will be acquired in a second-step merger.
The transaction is expected to be tax-free to Right shareholders,
except to the extent a shareholder receives cash for fractional
shares.
The transaction is subject to regulatory review and customary
closing conditions.
About Manpower Inc.
Manpower Inc. is a world leader in the staffing industry, providing
workforce management services and solutions to customers through
4,000 offices in 63 countries. The firm annually provides employment
to 2 million people worldwide and is an industry leader in employee
assessment and training. Manpower also provides a range of staffing
solutions, engagement and consulting services worldwide under
the subsidiary brands of Brook Street, Elan, The Empower Group
and Jefferson Wells. More information on Manpower Inc. can be
found at the company's Web site, www.manpower.com
About Right Management Consultants, Inc.
Headquartered in Philadelphia, Right Management Consultants (www.right.com)
is the world’s largest career transition and organizational
consulting firm. It offers services to corporations of all sizes
through a global network of more than 300 service locations and
the Internet. The company is a worldwide leader in customized
career transition solutions and also offers a wide range of organizational
consulting services, including talent management, leadership development
and organizational performance services. In combination, the two
lines of business enable Right to help businesses manage the entire
life cycle of their employees.
Forward Looking Statements
This press release contains statements, which are forward-looking
in nature and, accordingly, are subject to risks and uncertainties
regarding Manpower’s and Right’s expected future results.
The companies’ actual results may differ materially from
those described or contemplated in the forward-looking statements.
Factors that may cause Manpower’s and Right’s actual
results to differ materially from those contained in the forward-looking
statements can be found in each company’s reports filed
with the SEC, including their Annual Reports on Form 10-K for
the year ended December 31, 2002, which factors are incorporated
herein by reference, and such other factors as may be described
from time to time in each company’s SEC filings.
Additional Information
This press release was issued by Manpower Inc. and Right Management
Consultants, Inc. on December 10, 2003 and does not constitute
an offer of any securities for sale. Manpower intends to commence
an exchange offer and file a Schedule TO and a registration statement
on Form S-4, and Right intends to file a Solicitation/Recommendation
Statement on Schedule 14D-9, with the Securities and Exchange
Commission in connection with the transaction. Manpower and Right
expect to mail a Preliminary Prospectus, the Schedule 14D-9 and
related tender offer materials to shareholders of Right. Investors
and security holders are urged to read these documents carefully
when they are available because they contain important information
about 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.investor.manpower.com.
Documents filed by Right with the SEC may be obtained without
charge at the SEC’s website and at Right’s website
at www.right.com
