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Adecco SA Joins Forces With Olsten Corporations' Generalist and IT Staffing Businesses


Olsten's Complementary Branch Network Boosts Adecco to Number One in Global IT Staffing, and the Top Position in the US Staffing Services Industry 
 

Lausanne, Suisse, Aug 15, 1999 

Adecco SA, the world leader in personnel and career services, today announced a definitive agreement to purchase the generalist and IT staffing businesses of Olsten Corporation (NYSE) a global staffing company with more than 1,000 offices in 14 countries.

Olsten Health Services would be split off as a separate publicly traded entity under the leadership of Ed Blechschmidt, Olsten's current President and CEO. Adecco would take on the majority of the current Olsten debt.

In the transaction, holders of Common Stock of Olsten would receive shares of the new health services company, which will continue to conduct the health care business of Olsten; American Depositary Receipts which each represent 1/8th of a share of Adecco Common Stock; and cash. Each Olsten share will be converted into shares of the new health services corporation; 0.06236 Adecco ADRs; and $4.375 cash. Stockholders may elect to receive 0.12472 Adecco ADRs and no cash, or $8.75 cash and no Adecco ADRs, subject to any necessary proration of the approximately equal amounts of cash and Adecco ADRs (based on recent trading prices) to be paid in the transaction. The Agreement is subject to a number of conditions, including stockholder and regulatory approvals, and is expected to close late in the year. There can be no assurance the transaction will be consummated.

Most significantly, the move combines the complementary strengths of Olsten and Adecco, enhancing Adecco's position as the world personnel services leader. It brings the company's IT staffing group to number one worldwide and makes Adecco the leader in the United States staffing services industry. Combined with Olsten's operations, the newly expanded Adecco will employ more than half a million people around the world every day, making Adecco one of the world's largest employers.

Adecco CEO John Bowmer said, "We are very excited about welcoming Olsten to the Adecco family. Our companies fit together perfectly. We are particularly pleased that the combination will make us the number one IT staffing services company in the world and number one in the US staffing marketplace, the world's largest. Most importantly, this deal will allow us to serve our clients better and provide super career prospects for our staff."

Olsten President and CEO Ed Blechschmidt said, "The partnering of these two companies is a significant event in the employment services industry. I am confident that the combined company will enter the new millennium as the employer of choice that temporary, full-time and contract workers worldwide are proud to work for."

Stuart Olsten, currently Chairman of Olsten and son of the company's founder, William Olsten, will join the Board of Directors of Adecco SA.

Adecco will hold an extraordinary shareholders meeting on September 10 to agree on the transaction and its financing and to elect Stuart Olsten to the Board effective on the closing of the transaction.

The combination clearly would move Adecco a long way towards its strategic objectives of being number one or two in each of the major marketplaces and of reaching a 20 percent share of the industry worldwide.

United with Olsten, Adecco boasts:

- The number one spot in the US - the world's largest staffing marketplace.
- Undisputed global leadership with a number one position in eight of the 12 most important countries for personnel services (Australia, Canada, France, Scandinavia, Spain, Switzerland, the United Kingdom and the United States), the number two in Germany and the number three position in Japan after the recent Career Staff acquisition. On a pro-forma 1998 basis, the addition of the Olsten staffing and IT business adds 4,500 million CHF sales.
- The number one worldwide IT staffing network, with the addition of IMI, Olsten's IT staffing division. Moreover, Olsten's financial staffing business will further enhance Adecco's strong number two position in this sector in North America.
- A branch network of nearly 4,500 offices.
- Increased critical mass to finance necessary investments, and achieve substantial cost savings through economies of scale.
- A highly competent, motivated joint management team.
- Compatible corporate cultures that combine to promote a positive environment for employees and temporary staff to work toward common goals.
- Excellent positioning to win a 20 percent share of the highly competitive global staffing marketplace at the beginning of the new millennium.

Currently, Adecco SA is the global leader in employment services, bringing people to jobs through its network of 3,200 offices in 52 countries around the world. Registered in Switzerland, and managed by a multinational team with expertise spanning the globe, Adecco delivers an unparalleled range of flexible staffing and career resources to corporate clients and qualified associates. Adecco is positioned as a worldwide leader in each of the major professional staffing segments with several world-class business lines: Accountants on Call and Jonathan Wren for Finance, Banking and Accounting; Ajilon, Computer People and ICON for high-end Information Technology, TAD and Roevin for Engineering and Technical.

These Adecco businesses provide their clients with a broad range of staffing solutions, from temporary work to permanent placement, to consulting and managed services. Adecco also presents a strong range of HR solutions with Lee Hecht Harrison, offering outplacement and career management services. Clients retain these and other Adecco services through local, national and international contracts.

The company was formed in August 1996 by the merger of Adia SA of Switzerland and Ecco SA. 1998 revenues increased 34 percent to CHF 15.3 billion (approx. USD 0.6 billion, FRF 60 billion). Adecco SA is listed on The Swiss Exchange (ADEN 700 393); the Bourse de Paris (RM 12819) and NASDAQ (ADECY).

Olsten is listed on the NYSE (OLS).

This report contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current plans and expectations of Adecco and involve risks and uncertainties that could cause actual future results of operations to be materially different from those set forth in the forward-looking statements. Important factors that should cause actual results to differ include, among others, the risk that the transaction may not be completed, risks associated with the absence of a combined operating history, the companies' acquisition strategy, the integration of acquisitions, the availability of additional capital, variations in stock prices and interest rates, competition and fluctuations in quarterly operating results and other risk and uncertainties described in the companies' filings with the Securities and Exchange Commission.

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