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Talent2 Announces Recommended Cash Offer From Allegis

Talent2 Announces Recommended Cash Offer From Allegis

&raquo Proposed acquisition of all of the outstanding shares in Talent2 (which MBI and its associates do

not currently have a relevant interest in) for a cash consideration of $0.78 per share (the Scheme

Consideration)

&raquo Cash consideration represents a premium of 98.5% to Talent2’s volume weighted average share

price of $0.393 in the one month up to and including 25 May 2012 (being the last day of trading

before the Scheme was announced)

&raquo Transaction will be implemented by way of a scheme of arrangement

&raquo Unanimous recommendation by the IBC subject to no Superior Proposal emerging and subject also

to an independent expert concluding that the Scheme is in the best interests of shareholders

Talent2 International Limited (Talent2) (ASX:TWO) today announced it has entered into a Scheme

Implementation Deed (SID) with Morgan & Banks Investments Pty Limited (MBI), Allegis Group, Inc.

(Allegis) and Perbec Pty Limited (Perbec).

1 under which it is proposed that Perbec will acquire all of the outstanding Talent2 shares not currently held by MBI or its associates,

2 for a cash consideration of $0.78 per share (the Scheme). The Scheme implies an equity value for Talent2 of approximately $115 million, on an undiluted basis.

3 MBI is a company owned by Andrew Banks and Geoff Morgan, each of whom is a director of Talent2. Allegis is a staffing and workforce management company based in Maryland, USA and is a current strategic operating partner of Talent2. MBI and Allegis have each entered into a standstill deed with Talent2.

4 The board of Talent2 established an independent committee of directors (the IBC) to evaluate, and

negotiate the terms of, the Scheme on behalf of Talent2.

5 The IBC unanimously recommends that shareholders vote in favour of the Scheme, in the absence of a Superior Proposal and subject to the independent expert concluding that the Scheme is in the best interests of shareholders.

1 As at the date of this announcement, Perbec is a wholly owned subsidiary of MBI. If the Scheme becomes effective, it will be 50% directly or indirectly owned by MBI and 50% directly or indirectly owned by Allegis.

2 Geoff Morgan, Andrew Banks and entities controlled by Mr Banks collectively own approximately 21.8% of the Talent2 shares. Allegis does not currently own any Talent2 shares.

3 As at the date of this announcement, Talent2 had 147,403,701 ordinary shares on issue.

4 An overview of the key terms of the standstill arrangements are attached to this announcement in Annexure A.

5 The IBC consists of Ken Borda, Pam Laidlaw and Hans Neilson.

Talent2 has appointed Lonergan Edwards & Associates to prepare an independent expert’s report on

whether the Scheme is in the best interests of shareholders.

The Scheme is intended to be effected by way of a scheme of arrangement under Part 5.1 of the

Corporations Act 2001 (Cth) and is conditional on, among other things, shareholder and court approval.

A copy of the SID is attached to this announcement in Annexure B. A full list of the conditions to the

Scheme is contained in clause 3.1 of the SID.

Key metrics of the Scheme

The Scheme Consideration of $0.78 per share represents:

&raquo a premium of 64.2% to the ASX closing share price of $0.475 on 25 May 2012, being the last trading

day before the Scheme was announced

&raquo a premium of 98.5% to the volume weighted average ASX share price (VWAP) of $0.393 in the one

month up to and including 25 May 2012 and

&raquo a premium of 77.7% to the VWAP of $0.439 in the three months up to and including 25 May 2012.

IBC Chairman’s comments

Chairman of the IBC, Ken Borda, said: “The members of the IBC intend to vote in favour of the Scheme in respect of any shares owned or controlled by them, in the absence of a Superior Proposal and subject to the independent expert concluding that the Scheme is in the best interests of shareholders.

The total consideration per share provides a premium to the one month and three month VWAP of

98.5% and 77.7% respectively.

Upon completion of the proposed scheme, MBI and Allegis have indicated their intention that the

existing management team, led by John Rawlinson, will remain in place to continue to drive the

performance and growth of the business.”

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