Manpower to acquire Comsys to accelerate global strategy
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Manpower to acquire Comsys to accelerate global strategy
Milwaukee: Manpower, a global staffing services company has entered into an agreement to acquire COMSYS IT, a staffing firm. Under the agreement, the value of the consideration for each outstanding share of COMSYS common stock would be $17.65, for a total enterprise value of $431 million, including net debt assumed by Manpower. COMSYS' professional IT staffing services will be integrated into the Manpower Professional offering, and when combined with Elan, Manpower's European IT staffing business, creates an entity with total revenues of more than $2.5 billion. The combined entities increase Manpower's professional consultants on assignment to over 25,000. With 4,000 offices around the globe, the addition of COMSYS increases Manpower's professional staffing services geographic footprint to more than 400 offices worldwide. "The acquisition of COMSYS is consistent with our strategy and strengthens the continued expansion of our professional staffing services and outcome-based solutions. Both are areas where we have significantly grown organically over the past few years, driven by our strategy to provide clients with all the talent they need, particularly in the high demand skill verticals of IT, engineering, finance and accounting," said Jeff Joerres, Chairman and CEO of Manpower. Manpower will also integrate COMSYS' MSP and RPO offerings into its world-leading Manpower Business Solutions to strengthen the company's global, industry-leading offering to deliver clients with full employment life cycle and outcome-based solutions. Under the terms of the merger agreement, Manpower has agreed to acquire all of the outstanding shares of COMSYS common stock pursuant to an exchange offer in which COMSYS stockholders can elect to receive for each of their COMSYS shares either $17.65 per share in cash or a fraction of a share of Manpower common stock equal to $17.65 divided by the average trading price of Manpower common stock during the ten trading days ending on and including the second trading day prior to the closing of the exchange offer, subject to a requirement that no more than 50 percent of the aggregate consideration in either the exchange offer or the subsequent merger will be cash or stock (subject to certain adjustments). If either form of consideration is oversubscribed, then it will be allocated pro rata to the stockholders who elect it, with the balance of their consideration being in the other form. Based on the closing price of Manpower's common stock on February 1, 2010, the stock consideration would equal 0.332 of a share of Manpower common stock for each share of COMSYS common stock. Manpower has the right to elect not less than two business days prior to the expiration of the exchange offer to pay $17.65 in cash for all shares tendered in the exchange offer. The exchange offer is subject to customary closing conditions, including the tender of at least a majority of the outstanding shares of COMSYS common stock on a fully diluted basis, and is expected to close in the second quarter of 2010. Following completion of the exchange offer, a wholly owned subsidiary of Manpower will merge into COMSYS and the COMSYS shares not acquired in the exchange offer will convert into the right to receive the same consideration as paid in the exchange offer. Manpower expects to commence the exchange offer in mid-March following the filing of COMSYS' Annual Report on Form 10-K for fiscal 2009.