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Recruit Holdings recommends public cash offer for USG People N.V. shares

Recruit Holdings has recommended a public cash offer for all the issued and outstanding ordinary shares of USG People N.V. (“USG People”) at an offer price of € 17.50 (cum dividend) per share.

 

The company says the offer price represents a premium of 31% to the closing price of the shares of €13.40 on 21st December 2015 and a premium of 31% to the average closing price of the shares of €13.40 over the three-month period up to and including that date.

 

The management board and the supervisory board of USG People says it fully and unanimously support the offer and unanimously recommend the shareholders to accept the offer and tender their shares under the Offer.

 

USG People’s founding shareholder, A.D. Mulder, has undertaken to support the offer and tender his shareholding of approximately 19.87% in USG People.

 

The acceptance period commences on 1st April 2016 at 09:00 hours CET, and ends on 30th May 2016 at 17:40 hours CET, unless extended.

 

USG People today convenes its annual general meeting of shareholders to be held on 12th May 2016 at 14:00 CET at USG People’s offices at P.J. Oudweg 61 in Almere, the Netherlands, in which meeting, among other matters, the offer will be discussed (the “AGM”).

 

Recruit Holdings states that the offer is subject to satisfaction or waiver of the offer conditions set out in the offer memorandum and is subject to a minimum acceptance level of 95% of the shares. Recruit claims it may waive this offer condition in case the aggregate number of shares having been tendered represents at least 80% of the shares. In the event that Recruit acquires 95% of the shares following the settlement date, Recruit will, as soon as possible, initiate buy-out proceedings in order to acquire the remaining shares.

 

Completion of the offer is expected in June 2016.

 

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