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Adecco SA Recommended Cash Offer For Delphi Group plc


The boards of Adecco SA ("Adecco") and Delphi Group plc ("Delphi") announce a recommended cash offer for the entire issued and to be issued share capital of Delphi not already owned by the Adecco Group to be made by CSFB on behalf of a wholly owned, United Kingdom indirect subsidiary of Adecco.
 

Lausanne, Suisse, Feb 4, 1999 

-- The Offer will be 550p in cash for each Delphi Share. In addition, Delphi shareholders will, if the Offer becomes wholly unconditional, receive a special interim dividend of 15.0p (net) per Delphi Share. Delphi Shareholders will therefore receive 565p per Delphi Share and on this basis the Offer, combined with the special interim dividend, values the existing issued share capital of Delphi at approximately (pound)167 million.

-- Under a Loan Note Alternative, Delphi Shareholders (other than Delphi Shareholders who are US persons and certain other overseas Delphi Shareholders) will be able to elect to receive loan notes instead of some or all of the cash which they would otherwise receive under the Offer (not including the special interim dividend).

-- The Offer, combined with the special interim dividend, represents a premium of approximately 50.7 per cent to the Closing Price of 375.0p per Delphi Share on 29 January 1999 (one business day before the announcement by Delphi that it had received an approach and was in discussions which might lead to a cash offer being made for the entire share capital of the Company).

-- The Offer, combined with the special interim dividend, also represents a multiple of 19.6 times Delphi's earnings per share of 28.79p for the 52 weeks ended 31 December 1997.

-- Delphi also announces the proposed disposal of its stake in Decan Groupe SA for cash consideration of approximately (pound)25.3 million to Metamor Worldwide, Inc.

-- Adecco believes that the acquisition of Delphi will enable Adecco to strengthen its presence in the United Kingdom and Continental Europe and provide a firm base for capturing the growth opportunities in the IT staffing, training and consultancy sector in the United Kingdom and in Continental Europe. The geographic and business fit between Delphi's operations in Continental Europe and those of Adecco's specialist IT services businesses of Ajilon in the United States and Icon in Asia Pacific will broaden Adecco's worldwide presence in this rapidly growing segment of the personnel staffing market.

-- Adecco has received irrevocable undertakings to accept the Offer from the directors of Delphi in respect of their entire beneficial holdings of Delphi Shares, amounting in aggregate to 1,494,219 Delphi Shares, representing approximately 5.1 per cent of Delphi's current issued share capital. Adecco now owns or holds irrevocable undertakings in respect of 2,261,345 Delphi Shares representing approximately 7.7 per cent of the total
issued share capital of Delphi.

-- Commenting on the Offer, John Bowmer, Chief Executive Officer of Adecco, said "Joining forces with Delphi offers tremendous opportunities for both our companies and our staff. Delphi is exceptionally well positioned to become the nucleus of our rapidly expanding IT business in Europe. The addition of Delphi to Adecco's IT staffing and service business provides Adecco with the best worldwide network in this fast growing sector with over US$1 billion of sales worldwide and leading positions in the United States, the United Kingdom and Australia."

-- Tony Reeves, Chief Executive Officer of Delphi, said
"This Offer is highly attractive for Delphi's shareholders,
clients and staff. As a result we will become the leading
IT staffing and training provider across Europe, with an
excellent opportunity to grow the business further and faster, with greater stability and resources. The Board therefore believes that Adecco is an ideal owner for our Group. In return our pre-eminent position in Europe, which will help Adecco fulfil its goal of developing the world's leading independent IT brand, has enabled us to achieve this sizeable premium for our shareholders."

Adecco is being advised by CSFB and Delphi is being advised by Close Brothers. This summary should be read in conjunction with the full text of the following announcement.

NOTES TO ANALYSTS 

There will be a presentation today for analysts commencing at 10.45am for 11.00am at the Ironmonger Hall, Shaftesbury Place, The Barbican, London EC2Y 8AA. Enquiries Adecco Tel 0171 457 2345 John Bowmer Felix Weber Francois Vassard CSFB Tel 0171 888 8888 Bertrand Facon Philip Remnant Malcolm Strang Gavin Anderson & Company Tel 0171 457 2345 David Yates Charles Palmer Delphi Tel 0171 440 2000 Tony Reeves Richard Pinder Close Brothers Tel 0171 426 4000 Richard Grainger Tom Quigley Financial Dynamics Tel 0171 831 3113 Giles Sanderson Victoria Springett

The Offer will not be made, directly or indirectly, in or into Canada, Japan or Australia. The Loan Notes which may be issued pursuant to the Loan Note Alternative have not been, and will not be, listed on any stock exchange, have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person. The Loan Notes may not be offered, sold or delivered, directly or indirectly, in or into Canada, Australia or Japan.
CSFB, which is regulated by The Securities and Futures Authority Limited, is acting for the Adecco Group and no one else in connection with the Offer and will not be responsible to anyone other than the Adecco Group for providing the protections afforded to its customers or for providing advice in relation to the Offer.
Close Brothers, which is regulated by The Securities and Futures Authority Limited, is acting for Delphi and no one else in connection with the Offer and will not be responsible to anyone other than Delphi for providing the protections afforded to its customers or for providing advice in relation to the Offer.

ADECCO SA RECOMMENDED CASH OFFER
FOR DELPHI GROUP PLC INTRODUCTION
 
The boards of Adecco and Delphi announce a recommended cash offer for the entire issued and to be issued share capital of Delphi not already owned by the Adecco Group to be made by CSFB on behalf of a wholly owned, indirect United Kingdom subsidiary of Adecco (the "Offeror").
The Offer will be made on the following basis for each Delphi Share 550p in cash. In addition, if the Offer becomes wholly unconditional, Delphi Shareholders will be entitled to receive and retain a special interim dividend of 15.0p (net) per Delphi Share declared today by the board of Delphi and payable as set out below. In aggregate, therefore, Delphi Shareholders will receive 565p per Delphi Share.
The Offer, combined with the special interim dividend, values the existing issued share capital of Delphi at approximately (pound)167 million and on this basis represents a premium of approximately 50.7 per cent to the Closing Price of 375.0p per Delphi Share on 29 January 1999 (one business day before the announcement by Delphi that it had received an approach and was in discussions which might lead to a cash offer being made for the entire share capital of the Company). The Offer, combined with the special interim dividend, represents a multiple of 19.6 times Delphi's earnings per share of 28.79p for the 52 weeks ended 31 December 1997.
The Offer is initially being financed by the Offeror from an acquisition finance facility arranged for the benefit of the Adecco Group by Credit Suisse First Boston.
The Offer will be subject to the conditions and further terms set out below and in Appendix I to this announcement and to be set out in the Offer Document and accompanying form of acceptance.
The directors of Delphi, who have been so advised by Close Brothers, consider the terms of the Offer to be fair and reasonable. In providing advice to the directors of Delphi, Close Brothers has taken into account the commercial assessments of the directors of Delphi. Accordingly, the directors of Delphi will unanimously recommend all Delphi shareholders to accept the Offer.

Adecco has received irrevocable undertakings to accept the Offer from the directors of Delphi in respect of their entire beneficial holdings of Delphi Shares, amounting in aggregate to 1,494,219 Delphi Shares, representing approximately 5.1 per cent of Delphi's current issued share capital. Adecco now owns or holds irrevocable undertakings in respect of 2,261,345 Delphi Shares representing approximately 7.7 per cent of the total issued share capital of Delphi.

-- Commenting on the Offer, John Bowmer, Chief Executive Officer of Adecco, said "Joining forces with Delphi offers tremendous opportunities for both our companies and our staff. Delphi is exceptionally well positioned to become the nucleus of our rapidly expanding IT business in Europe. The addition of Delphi to Adecco's IT staffing and service business provides Adecco with the best worldwide network in this fast growing sector with over US$1 billion of sales worldwide and leading positions in the United States, the United Kingdom and Australia."

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