Monster Issues Open Letter To Stockholders

8/25/16

Monster Worldwide, Inc. (NYSE: MWW), a global leader in connecting jobs and people, today issued an open letter to stockholders in response to MediaNews Group, Inc.'s letter dated Friday, August 19, 2016. Following is the full text of the letter:

August 24, 2016

Dear Stockholder,

On behalf of your Board of Directors, I am writing in response to a letter from MediaNews Group, contained in an August 19, 2016 filing. The Board appreciates and will always consider input from Monster's shareholders during this important time. Having considered the positions in MNG's letter, and the inaccuracies therein, there are a number of key considerations of which shareholders should be aware.

MNG asserts that they are Monster's largest stockholder, having very recently acquired their position as evidenced by their regulatory filings. Nevertheless, MNG has never discussed, or attempted to discuss, the issues raised in their letter with Monster's management or Board. On the contrary, and in a reckless way, MNG is attempting to defeat a transaction that would provide all of you with immediate and certain cash value of$3.40 per share, representing a 22.7% premium to Monster's closing stock price on August 8, 2016, the last trading day prior to the announcement, and a 29.4% premium over the 90-day average stock price.

We will be publicly filing and making available to you the background and circumstances surrounding the Board's decision to enter into the merger agreement with Randstad North America, Inc. ("Randstad"). In the interim, there are important points we would like to highlight.

MNG is not offering you anything for your shares. They are asking you to turn down a significant cash premium NOW in the hope of a possibility that your shares may be worth more sometime in the future.

MNG's hopes are pinned on incorrect and unsupportable assumptions.

  • MNG calls for draconian expense cuts, ignoring that more than $100 million of annual operating expenses have already been cut over the past several years.
  • MNG calls for reducing capital expenditures, ignoring that capital expenditures have already been cut by about 50% over the past several years; capital expenditures at the current reduced levels are needed for product enhancements to meet current, intensified competition.
  • MNG calls for divesting assets, ignoring that non-core or underperforming assets have already been divested.
  • MNG ignores that competition is intensifying from companies that are owned by substantially larger and better capitalized parents that can afford to compete aggressively on product pricing in pursuit of market share.


As will be explained to you in greater detail in our filing, your Board has recognized that enhancing Monster's competitive position in the current environment will require continued investment, and we will likely be operating in a low growth environment with substantial margin pressure for a number of years.

A number of our analysts have recognized the challenges that Monster faces and the benefits of a transaction. For example, in its most recent post-announcement report, Avondale Partners said:

"We contend that termination of the Randstad offer would be disastrous for MWW shareholders." (August 22, 2016)

We concluded that our stockholders would benefit from receiving a cash premium now and entered into an agreement with Randstad. We remind you that this agreement provides that we would only be required to pay a fee of 2.7% of equity value if we terminated it in favor of a superior proposal.

You will be receiving more detailed information from both Monster and Randstad. We believe that after reviewing this information, you will agree with us and support the transaction.

Sincerely,

Tim Yates
CEO, CFO and Director
Monster Worldwide, Inc.

Evercore is serving as financial advisor to Monster and Dechert LLP is serving as legal counsel.

About Monster

Monster Worldwide, Inc. (NYSE: MWW) is a global leader in connecting people to jobs, wherever they are. For more than 20 years, Monster has helped people improve their lives with better jobs, and employers find the best talent. Today, the company offers services in more than 40 countries, providing some of the broadest, most sophisticated job seeking, career management, recruitment and talent management capabilities. Monster continues its pioneering work of transforming the recruiting industry with advanced technology using intelligent digital, social and mobile solutions, including our flagship website monster.comĀ® and a vast array of products and services. For more information visit monster.com/about.