As previously announced, on April 5, 2010, Manpower completed the exchange offer and completed its acquisition of COMSYS through the merger of a wholly owned subsidiary of Manpower into COMSYS. Upon the completion of the merger, each share of COMSYS common stock that was not acquired in the exchange offer was converted into the right to receive, at the election of the holder, either $17.65 in cash or 0.304 of a share of Manpower common stock, subject to a requirement that no more than 50% of the aggregate consideration in the merger will be cash or stock.
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On April 28, 2010, a letter of election and transmittal to submit COMSYS common stock that was converted in the merger, and related documents, were mailed to former COMSYS stockholders that did not tender in the exchange offer. The right to elect to receive stock or cash consideration pursuant to the merger expired at 5:00 p.m., ET, on May 28, 2010.
A total of 1,296,153 COMSYS shares were validly submitted prior to the expiration of the election period. Of these shares, approximately 72% were submitted for cash consideration and approximately 28% were submitted for Manpower common stock consideration. There are 478,684 remaining shares for which no election was received, which are deemed to have elected the stock consideration. As a result, the cash election was oversubscribed. Therefore, former COMSYS stockholders who elected stock consideration will receive 0.304 of a share of Manpower common stock per COMSYS share, and COMSYS stockholders who elected cash consideration will receive approximately $16.89 in cash without interest and approximately 0.013 of a share of Manpower common stock per COMSYS share. Former COMSYS stockholders will receive cash for any fractional share otherwise issuable to them after aggregating all fractional shares that they would otherwise receive.
Former stockholders of COMSYS that have not submitted their shares no longer have a right to elect the form of consideration that they wish to receive, but instead will receive the stock consideration, consisting of 0.304 of a share of Manpower common stock per COMSYS share. In order to receive the merger consideration, former stockholders of COMSYS must complete and return a letter of transmittal to BNY Mellon Shareowner Services, the exchange agent for the merger. Former COMSYS stockholders may use the letter of transmittal previously provided or request a new letter of transmittal from BNY Mellon Shareowner Services (Corporate Actions Department) by calling toll-free at 1-800-777-3674. Additional information about how to exchange COMSYS shares for the merger consideration may be obtained free of charge by calling BNY Mellon Shareowner Services.
About Manpower Inc.
Manpower Inc. (NYSE: MAN) is a world leader in innovative workforce solutions; creating and delivering services that enable its clients to win in the changing world of work. With over 60 years' experience, Manpower offers employers a range of solutions and services for the entire employment and business cycle including permanent, temporary and contract recruitment; employee assessment and selection; training; outplacement; outsourcing and consulting. Manpower's worldwide network of 4,000 offices in 82 countries and territories enables the company to meet the needs of its 400,000 clients per year, including small and medium size enterprises in all industry sectors, as well as the world's largest multinational corporations. The focus of Manpower's work is on raising productivity through improved quality, efficiency and cost-reduction across their total workforce, enabling clients to concentrate on their core business activities. Manpower Inc. operates under five brands: Manpower, Manpower Professional, Elan, Jefferson Wells and Right Management. More information on Manpower Inc. is available at www.manpower.com.
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First Call Analyst:
FCMN Contact: Mark.Jelfs@manpower.com
Photo:
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SOURCE: Manpower Inc.
CONTACT: Mike Van Handel of Manpower Inc., +1-414-906-6305,
Michael.vanhandel@manpower.com
Web Site: http://www.manpower.com/
