Monster responds aggressively to MNG’s latest move
24 Oct 2016
Monster Worldwide Inc. (NYSE: MWW) responded quickly and aggressively to the offer of MediaNews Group (MNG) on Oct. 21 to Monster shareholders, namely to buy their Monster shares at $3.70 per share. The MNG offer was 30c higher than the Randstad offer of $3.40 per share made in August, and recommended by Monster Worldwide management.
In a statement on the same day (here), Monster Worldwide advised shareholders strongly against selling to MNG for a range of reasons. Among them:
- MNG and its affiliates have a track record of bankruptcy and poor decision-making;
- MNG has no real plan, no new ideas and is proposing a weak board;
- Monster’s board is committed to maximizing stockholder value;
- Unlike Randstad, MNG has not delivered an offer to acquire the entire company.
In addition, Monster management promised to “file an investor presentation shortly with the SEC” and post it on the company site – in an effort to counter MNG’s “shareholder presentation” posted at the domain RevitalizeMonster.com.
Early on Oct. 24, Monster’s “investor presentation” was still to appear on the site.
Here is the MNG announcement, which threw the cat among the pigeons.
In a nutshell: MNG is the largest shareholder of Monster Worldwide, with an ownership interest of 11.5 percent. It released an open letter to Monster shareholders in which it announced its intention to make a cash tender offer for up to 8,925,815 shares of common stock of Monster at a price of $3.70 per share.
The offer price of $3.70 per share represents a premium of 33.6 percent over the closing price of the Monster common stock reported on the NYSE on August 8, 2016 – the last full trading day before the announcement of the Randstad merger agreement. The number of shares MNG intends to offer to purchase in the tender offer represents approximately 10 percent of the outstanding shares of Monster common stock. The MNG tender offer is open to all Monster shareholders.
On Oct. 21, MNG released an extensive shareholder presentation outlining:
1) its strategic plan to revitalize Monster and
2) its director candidates’ substantial qualifications to replace the current board of directors.
3) the presentation and other information related to MNG’s campaign at RevitalizeMonster.com.
MNG’s nominees for the Monster board of directors are (we quote from the MNG presentation):
- Daniel Dienst, experienced director, Chairman and/or Chief Executive Officer of four public companies, including most recently, Chief Executive of Martha Stewart Living Omnimedia, Inc.; has extensive background in special situations, turnarounds and media businesses, with a track record of creating significant value for shareholders;
- Joseph Anto, Senior Vice President of Strategy/M&A for MNG and former CEO of Jobs in the US, a subsidiary of MNG with regionally focused job board sites in New England
- Ethan Bloomfield, job board executive and entrepreneur with significant experience growing and managing high-performing sales teams;
- Heath Freeman, President of Alden Global Capital LLC, a deep value/catalyst driven investment firm, and Vice Chairman of MNG
- Kevin Gregson, experienced corporate governance executive and Americas Leader for Insurance Industry at Towers Willis Watson;
- Lowell Robinson, former CFO of several prominent media and technology companies including Advo and HotJobs and experienced public board director; and
- Hon. Gregory Slayton, former U.S. Chief of Mission (defacto Ambassador) to Bermuda, successful technology executive/investor, was an early investor and previously on the advisory boards of Google and Salesforce.com.
Monster Worldwide management called this a “weak board” in its response.
The coming week promises further episodes in the unfolding drama. AIM Group will keep its finger on the pulse.