Randstad announces 89% of SFN Group shares
Randstad announces 89% of SFN Group shares tendered exercise of top-up option followed by short-form merger to close the transaction
Randstad Holding nv (RAND.AS) announces the expiration of the tender offer by its wholly-owned subsidiary, Cosmo Delaware Acquisition Corp., for all of the outstanding shares of common stock of SFN Group, Inc. (NYSE: SFN), at a price of $14.00 per share, without interest and less any applicable withholding taxes. The tender offer expired at 5 pm EDT on August 29, 2011.
The depositary agent, Computershare Trust Company, N.A., has indicated that, as of the expiration of the tender offer, 44,587,227 shares of common stock of SFN had been validly tendered into and not withdrawn from the tender offer. These shares represent approximately 88.6% of SFN’s outstanding shares of common stock. In addition, approximately 1,483,883 shares of common stock of SFN have been tendered in accordance with the guaranteed delivery procedures. All shares that were validly tendered into the offer and not properly withdrawn will be accepted for payment, which payment is expected on or about September 2, 2011.
After exercise of a top-up option granted by SFN as needed, Randstad intends to effect a short-form merger of Cosmo Delaware Acquisition Corp. with and into SFN, with SFN as the surviving corporation, under Delaware law, without the need for a meeting of SFN stockholders. As a result of the merger, the outstanding SFN shares (other than shares held by SFN, Randstad or any of their respective, direct or indirect wholly owned subsidiaries, or those stockholders who properly exercise appraisal rights under Delaware law) will be cancelled and converted into the right to receive the same $14.00 per share, in cash, without interest and less any applicable withholding taxes, that was paid in the tender offer. The merger will be closed on or about September 2, 2011. After the merger, SFN Group will be a wholly owned subsidiary of Randstad North America LP, SFN shares will cease to be traded on NYSE and SFN will no longer have reporting obligations under the Securities Exchange Act of 1934, as amended.