Adecco/Olsten Merger Transaction
As previously announced, on March 15, 2000, a wholly-owned subsidiary of Adecco SA merged with Olsten Corporation, and in connection with the merger, Gentiva Health Services split-off from Olsten.
Chéserex, Suisse, Mar 24, 2000
Under the terms of the merger, in exchange for each share of Olsten common stock, holders could elect to receive either $8.75 in cash or .12472 of an Adecco ADS. In addition, holders received .25 of a share of Gentiva Health Services common stock. However, because the merger agreement required that half of the Olsten stock be exchanged for cash and half for Adecco ADSs, and because over 87% of the shares elected to receive Adecco ADSs, holders who elected to receive Adecco ADSs only received a portion of their consideration in the form of Adecco ADSs.
Holders who elected to receive Adecco ADSs received, for each Olsten share: (1) .25 of a share of Gentiva Health Services common stock, (2) .070947428 of an Adecco ADS (calculated by multiplying the proration factor of .5688536559 by the number of Adecco ADSs per Olsten share of .12472) and (3) $3.77 in cash (calculated by multiplying the cash merger consideration of $8.75 by one minus the proration factor or .4311463441).
Holders who elected to receive cash received, for each share of Olsten common stock: (1) .25 of a share of Gentiva Health Services common stock and (2) $8.75 in cash.
Holders who did not make an election received, for each share of Olsten common stock: (1) .25 of a share of Gentiva Health Services common stock and (2) $8.75 in cash.
However, if, after making the calculation above, a holder would receive any fraction of an Adecco ADS or a fractional share of Gentiva Health Services common stock, he or she received, instead of such fractional interests, a cash payment representing his or her proportional interest in such shares, based on a rate of $98.125 for each Adecco ADS and $6.00 for each share of Gentiva Health Services common stock.
As set forth in greater detail in the Proxy Statement previously sent to holders of record of Olsten stock on February 9, 2000, the exchange by a holder of Olsten stock for cash and/or Adecco ADSs and of Olsten stock for Gentiva Health Services common stock will be considered two separate exchanges for federal income tax purposes. However, it should not be necessary to allocate a holders' Olsten shares between these exchanges, and a holder should recognize capital gain or loss with respect to all of that holder's Olsten stock equal to the difference between the holder's basis in such stock and the total fair market value of all of the cash and/or securities a holder receives. For this purpose, any Adecco ADSs a holder received should be valued at $99 11/32 ($99.34375) per ADS, and any shares of Gentiva Health Services common stock a holder received will be valued at $5 21/32 ($5.65625) per share, which is, in each case, the mean of the high and low trading price for such securities on March 16, 2000, the first day following the exchange on which these securities were publicly traded.
Holders are strongly urged to review the more complete discussion of this topic in the section of the Proxy Statement entitled "Material U.S. Federal Income Tax Consequences of the Merger and the Split-Off," and to consult their tax advisor as to the specific tax consequences of the exchange of Olsten shares pursuant to the merger and the split-off, and the ownership and disposition of Adecco ADSs and/or Gentiva Health Services common stock, including the applicability and effects of federal, state, local and foreign income and other tax laws on each holder's particular circumstances."
Adecco Investor Relations