Filed by Right Management Consultants, Inc. pursuant to
Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant
to Rules 14a-12 and 14d-9 under the Securities Exchange Act of 1934, as amended
Subject Company: Right Management Consultants, Inc.
Commission File No. 001-31534
ON DECEMBER 11, 2003, RIGHT MANAGEMENT CONSULTANTS, INC. DISTRIBUTED THE
FOLLOWING INFORMATION TO ITS EMPLOYEES:
Right Management
Consultants, Inc.
Memo
To: All Personnel
From: Richard J. Pinola
CC: Board of Directors
Date: December 11, 2003
Re: Manpower's Acquisition of Right Management
--------------------------------------------------------------------------------
Attached to this memo is a press release issued jointly today by both
Manpower, Inc. (NYSE symbol "MAN") and Right Management Consultants,
announcing the acquisition of Right by Manpower. This is obviously an
event of extraordinary importance to each of us, and I would like to
provide some insight into our Board of Directors' thinking in
approving this merger.
First, let me acknowledge that the past several months have been a
time of understandable anxiety, as we all waited for the Special
Committee of our Board of Directors to conduct its process around
exploring our strategic alternatives. I want to thank each of you for
your patience and for placing the needs of our clients and candidates
above your personal concerns. I am pleased to say that, in the
opinion of our entire Board of Directors, your patience has been
rewarded.
The terms of the acquisition transaction are contained in the
accompanying press release, but to summarize briefly, Manpower is
using its shares to acquire Right at a value of $18.75 per Right
share, subject to adjustment under certain circumstances. I expect
the transaction to be completed sometime during the first quarter of
2004.
The impact of this event is enormous, not only on the businesses and
Brand of Right, but also on you, our employees and the communities in
which you live and work; on our shareholders; and on our thousands of
clients worldwide. Below are a few thoughts on the impact this
transaction will have on each of our constituencies.
Business - I cannot imagine a better cultural fit between
organizations than I see in the Manpower acquisition of Right.
o Both firms are leaders in their respective fields, with
unsurpassed reputations for innovation and quality service
to clients.
o Both Manpower and Right are truly global organizations, with
Manpower generating more than 80% of its revenues outside
the U.S., and Right generating almost 60% of its revenues
outside the U.S.
o There is a natural balance between the cyclical nature of
Manpower's primary business, temporary staffing, and the
counter-cyclical nature of our career transition business.
o Manpower's consulting business "Empower" will be combined
with our consulting practice, giving us a $160 million
global organizational consulting practice.
Brand - While the question of "branding" going forward has not yet
been resolved, Manpower recognizes the tremendous value inherent in
the Right brand - we are known worldwide as the leader in career
transition, and more and more are recognized for our organizational
consulting capabilities. Manpower of course has already developed one
of the world's most recognizable brands in the temporary staffing
industry. Manpower is committed to retaining the Right Management
Consultants brand, and will build upon this to develop a brand for
our businesses that captures our mutual reputations for excellence,
and identifies us as a unique source of custom career transition and
organizational consulting solutions.
Employees - The idea behind Manpower's acquisition of Right is to
expand Manpower's client list and share of client. Our businesses
operate within the same "space" - helping companies with their human
capital needs. Manpower is the world's second largest staffing
company, with 2003 revenues of $12 billion, and their target clients
mirror ours - multinational companies with sizable workforces. After
the merger we will remain as a separate subsidiary within Manpower
running a broadened career transition and organizational consulting
practice. Our employees will see no change in their compensation
structure, and initially all benefit plans will remain in place. Over
time, I expect our benefit plans will be migrated onto Manpower's
platform where it is practical to do so. I will remain as the CEO of
this subsidiary based in Philadelphia, and your senior management
team will remain largely intact. The communities we operate in will
not see large numbers of offices being closed, or employees being
made redundant.
Clients - Right serves approximately 5,000 clients each year, most of
which are recurring clients. They look to us to help them with their
career transition needs, and they depend on our worldwide network of
over 300 delivery locations and 3,000 employees. They also look to us
to help them with their organizational consulting needs in leadership
development, talent management, and organizational performance. In
all cases our clients have other providers to choose from, but they
choose Right. Why? Our clients tell us it is because they
consistently receive from us high quality, responsive services
tailored to their needs. They look to us because, as the leaders in
our industry, we provide creative solutions to their problems. This
acquisition by Manpower only enhances our ability to serve our
clients, with broader capabilities in our consulting practice, and
deeper resources to draw upon to grow our businesses. From our
clients' perspective, this deal represents a step forward, helping
them to meet a growing list of human capital needs with one global
preferred supplier. We are where they need us to be, and we can do
what they need us to do.
If not already clear, I am thrilled at the prospect of joining
Manpower, at combining our businesses to offer our mutual clients an
enhanced range of services. I am equally thrilled that in this
merger, two very similar cultures are being brought together that
should meld seamlessly into a stronger, more vibrant entity. I know I
can count on your enthusiasm and good efforts to make this
combination a stunning success from day one. While I have tried to
answer here some of the questions you no doubt have, I know there
will be more questions on your minds. Please recognize that we
continue to be bound by certain disclosure restrictions and will
provide more answers to your questions as soon as possible.
Once again, on behalf of the entire Board of Directors and your
senior management team, thank you for all you do.
Additional Information
Manpower intends to commence an exchange offer and to file with the
Securities and Exchange Commission (SEC) a Schedule TO and
Registration Statement on Form S-4 relating to the exchange offer.
Right intends to file a Solicitation/ Recommendation Statement on
Schedule 14D-9 with the SEC relating to the exchange offer. Manpower
expects to mail a Prospectus/Offer to Exchange and related offer
materials to shareholders of Right, and Right expects to mail a
Schedule 14D-9 to its shareholders. Investors and security holders
are urged to read these documents carefully when they are available
because they will contain important information about the
transaction. Documents filed by Manpower with the SEC may be obtained
without charge at the SEC's website at www.sec.gov and at Manpower's
website at www.investor.manpower.com. Documents filed by Right with
the SEC may be obtained without charge at the SEC's website and at
Right's website at www.right.com.
In addition to the Registration Statement on S-4, Schedule TO,
Prospectus/Offer to Exchange and Schedule 14D-9, Right and Manpower
file annual, quarterly and current reports, proxy statements and
other information with the SEC. You may read and copy any reports,
statements or other information filed by Right or Manpower at the SEC
public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549 or at any of the commission's other public reference rooms in
New York, N.Y. and Chicago, Ill. Please call the SEC at 800-SEC-0330
for further information on the public reference rooms. Right and
Manpower filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained
by the commission at www.sec.gov.
Cautionary Statement
Certain statements in this memo are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the timing and expected
completion and benefits of the Manpower acquisition of Right. These
statements are subject to a number of risks and uncertainties and
actual results may differ materially from those contained in the
forward-looking statements.
MANPOWER(R)
FOR IMMEDIATE RELEASE
Contact:
Tracy Shilobrit Charles J. Mallon or G. Lee Bohs
Manpower Inc. Right Management Consultants
+1.414.906.6088 +1.215.988.1588
tracy.shilobrit@manpower.com charlie.mallon@right.com or
---------------------------- ---------------------------
lee.bohs@right.com
------------------
Manpower Inc. to Acquire Right Management Consultants, Inc.
to Expand its Continuum of Employment Services
MILWAUKEE, WI, USA, December 10, 2003 - Manpower Inc. (NYSE: MAN), a world
leader in the staffing industry, announced today that it has entered into an
agreement to acquire Right Management Consultants, Inc. (NYSE: RHT), the largest
career transition and organizational consulting services provider in the world.
Subject to certain adjustments described below, the value of the consideration
for each outstanding share of Right common stock would be $18.75, for a total
transaction value of approximately $488 million, including the value of stock
options.
"The acquisition of Right is an exciting and compelling opportunity for
us to expand the range of services that we provide to our customers around the
world in a direction that is consistent with our business strategy, and where
customer demand is growing," said Jeffrey A. Joerres, Chairman & CEO of Manpower
Inc. "We are listening to our customers and setting the new global standard for
the role of employment services providers, serving our clients as their
strategic partner throughout every stage of the employment life cycle. Right has
an outstanding management team that will enable us to take another key step
toward reaching this vision," Joerres added.
Richard J. Pinola, Chairman & CEO of Right Management Consultants, Inc.
said, "We are excited to be joining the Manpower family where we can continue to
grow our business around the world and leverage the strengths of both companies
to meet the needs of our customers. Our corporate values and business
philosophies are extremely well aligned, and I feel confident this will be a
winning combination for our employees, our shareholders and our clients."
Right generated revenues of $344 million and net income of $31 million
through the third quarter of 2003 and is expected to generate total 2003 annual
revenues of approximately $450 million and net income of approximately $41
million.
Pinola added, "Our management team is committed to working with
Manpower and building upon the foundation we have set in place to provide an
enhanced range of services to our mutual clients."
Manpower developed an organizational consulting business, The Empower
Group, in 2000, which today operates through 19 offices in 11 countries. This
operating unit will be merged into Right after the acquisition is completed.
Rich Pinola will continue as President and CEO of Right Management Consultants,
reporting to Jeff Joerres.
Conference Call and Webcast
Manpower and Right will discuss the acquisition plans in a live Webcast on
Thursday, December 11 at 8:30 a.m. EST (7:30 a.m. CST), which can be accessed on
Manpower's Web site at www.investor.manpower.com or on Right's Web site at
www.right.com under the section for "investors." The Webcast will be available
for replay at the same URLs beginning at 10:30 a.m. EST (9:30 a.m. CST) on
December 11. The replay will remain available for 30 days in these locations.
About the Transaction
Manpower expects to commence an exchange offer shortly. Each share of Right
common stock tendered in the exchange offer will be exchanged for a number of
shares of Manpower common stock equal to $18.75 divided by the average trading
price of Manpower's common stock during the ten trading days ending on and
including the second trading day prior to the closing of the exchange offer.
Based on the closing price of $45.23 for Manpower's common stock on December 10,
2003, the exchange rate would equal 0.4145 shares of Manpower common stock for
each share of Right common stock. Pursuant to the agreement, this exchange rate
will not be greater than 0.4497, nor less than 0.3680. If the average trading
price is less than $37.80, Right may terminate the agreement, unless Manpower
exercises its option to issue an additional number of its shares such that the
total number of shares of Manpower common stock exchanged for each share of
Right common stock multiplied by the average trading price is equal to $17.00.
Upon completion of the exchange offer, any remaining shares of Right common
stock will be acquired in a second-step merger.
The transaction is expected to be tax-free to Right shareholders, except to the
extent a shareholder receives cash for fractional shares.
The transaction is subject to regulatory review and customary closing
conditions.
About Manpower Inc.
Manpower Inc. is a world leader in the staffing industry, providing workforce
management services and solutions to customers through 4,000 offices in 63
countries. The firm annually provides employment to 2 million people worldwide
and is an industry leader in employee assessment and training. Manpower also
provides a range of staffing solutions, engagement and consulting services
worldwide under the subsidiary brands of Brook Street, Elan, The Empower Group
and Jefferson Wells. More information on Manpower Inc. can be found at the
company's Web site, www.manpower.com.
About Right Management Consultants, Inc.
Headquartered in Philadelphia, Right Management Consultants (www.right.com) is
the world's largest career transition and organizational consulting firm. It
offers services to corporations of all sizes through a global network of more
than 300 service locations and the Internet. The company is a worldwide leader
in customized career transition solutions and also offers a wide range of
organizational consulting services, including talent management, leadership
development and organizational performance services. In combination, the two
lines of business enable Right to help businesses manage the entire life cycle
of their employees.
Forward Looking Statements
This press release contains statements, which are forward-looking in nature and,
accordingly, are subject to risks and uncertainties regarding Manpower's and
Right's expected future results. The companies' actual results may differ
materially from those described or contemplated in the forward-looking
statements. Factors that may cause Manpower's and Right's actual results to
differ materially from those contained in the forward-looking statements can be
found in each company's reports filed with the SEC, including their Annual
Reports on Form 10-K for the year ended December 31, 2002, which factors are
incorporated herein by reference, and such other factors as may be described
from time to time in each company's SEC filings.
Additional Information
This press release was issued by Manpower Inc. and Right Management Consultants,
Inc. on December 10, 2003 and does not constitute an offer of any securities for
sale. Manpower intends to commence an exchange offer and file a Schedule TO and
a registration statement on Form S-4, and Right intends to file a
Solicitation/Recommendation Statement on Schedule 14D-9, with the Securities and
Exchange Commission in connection with the transaction. Manpower and Right
expect to mail a Preliminary Prospectus, the Schedule 14D-9 and related tender
offer materials to shareholders of Right. Investors and security holders are
urged to read these documents carefully when they are available because they
contain important information about the transaction. Documents filed by Manpower
with the SEC may be obtained without charge at the SEC's website at www.sec.gov
and at Manpower's website at www.investor.manpower.com. Documents filed by Right
with the SEC may be obtained without charge at the SEC's website and at Right's
website at www.right.com.