Monster Worldwide Rejects MediaNews Group's Partial Tender Offer

European Commission Clearance Received for Randstad Transaction; All Regulatory Approvals Now Received

Continues to Recommend that Stockholders Tender into Randstad Transaction, Which Offers Monster Stockholders $3.40 Per Share All-Cash Premium Offer for All of Their Shares

WESTON, Massachusetts, Oct. 26, 2016 /PRNewswire/ -- Monster Worldwide, Inc. (NYSE: MWW) ("Monster" or "the Company") today announced that its Board of Directors has unanimously rejected the highly-conditional, partial tender offer made by an affiliate of MediaNews Group, Inc. ("MNG") on October 25, 2016 to acquire up to approximately 10% of the outstanding shares of common stock of Monster at a price of $3.70 per share.

"Monster's Board and management team are committed to maximizing value for all stockholders," said Tim Yates, Chief Executive Officer of Monster. "MNG's partial tender offer represents yet another attempt by MNG to derail Monster's transaction with Randstad in order for MNG to take control of the Company without paying a control premium to all Monster stockholders. The Monster Board unanimously reaffirms its recommendation that Monster stockholders tender their shares into Randstad's $3.40 per share all-cash premium offer."

In reviewing the proposal with the assistance of its independent financial and legal advisors, Monster's Board considered, among other factors, the following material issues:

• MNG's partial tender offer only offers $3.70 per share for approximately 10% of the outstanding shares of Monster common stock
• MNG's partial tender offer is both illusory and is subject to a multitude of conditions that serve MNG's interests, not those of Monster's stockholders, including:  
  • The partial tender offer is subject to the successful completion of MNG's separate consent solicitation seeking to replace the current members of the Monster Board
  • It is also subject to Monster's stock trading at a closing price of at least $3.00 per share every trading day, including following the termination of the Randstad transaction and throughout any extension of the MNG offer, when the pre-Randstad closing stock price was $2.77 per share and research analysts have suggested a price target as low as $2.00 per share if the Randstad deal were terminated
  • The partial tender offer is further subject to the termination of the Randstad tender offer and merger agreement
• Based upon the price of Monster's shares before the announcement of the Randstad Holding nv (AMS: RAND) ("Randstad") transaction, the blended value of MNG's partial tender offer would be far less than Randstad's all-cash offer of $3.40 per share
• Transaction expected to close shortly after Randstad tender offer expires on Friday, October 28, 2016, assuming a majority of outstanding shares is tendered

Monster expects to file its solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission later today.