Adecco Group and Altedia's founders will become shareholders of the new entity that will launch a tender offer for the remaining 49.5 % of Altedia shares. Adecco will combine its existing Lee Hecht Harrison career transition subsidiaries in France and Spain with the new entity. Altedia's founders will lead the new entity, of which Mr. Soubie will become Chairman & CEO.
"This partnership with Altedia and its founders is a unique opportunity to expand Adecco's leadership in the higher value-added segment of HR consulting" said Jérôme Caille, CEO of Adecco Group. "By combining the strength of Adecco's global career services division LHH with Altedia's unique approach in upstream HR consulting and strong management team, we create a new growth platform in Europe to accompany our clients through their productivity and HR challenges".
Commenting on the partnership, Raymond Soubie as a shareholder said, "We are delighted to join forces with Adecco, a truly global company with an impressive array of services. Together, we create an unmatched capability not only to provide strategic and operation assistance to our clients, but also to deliver optimized solutions across geographies".
With 585 employees in Europe (France, Belgium, Spain and Portugal) Altedia is a leader in the fields of reorganizations, career transition and social engineering, human capital, and external communications. Altedia generated revenues of Euro 80.5 million, and operating income of Euro 9.7 million in 2003.
Mr. Soubie added, "We believe that, in the context of evolving labour legislation in European economies, this partnership is also the best way to leverage on the expertise of each company."
Ekkehard Kuppel, newly appointed president of Adecco's HR Consulting and Career Services Division, will have world-wide responsibility over all respective units of the Adecco Group, including this new entity.
About the transaction
Adecco will purchase the shares of Altedia's three founders and members of their families in cash and shares of the new entity. At closing, the new entity will own 50.5% of Altedia's share capital. The acquisition has been approved by the Board of Directors of Adecco SA, and is subject to approval by antitrust authorities.
Adecco will subsequently combine its Lee Hecht Harrison subsidiaries in France and Spain into the new operation. Adecco and Altedia's founders have signed agreements to ensure mutual alignment and best use of the founders' entrepreneurial management. After March 2008, Adecco will have the right to acquire Altedia's founders' ownership in the new entity.
In compliance with French takeover regulation, the new entity intends to launch a tender offer for the remaining share capital of Altedia for Euro 19.0 per share in cash which corresponds to a 23.8% premium on the share's average price weighted by volume over the previous twelve months. Assuming full acceptance of the tender offer, the new entity will own 100% of Altedia, and Adecco Group will hold 85% and Altedia's founders 15% of the new entity's shares.
This transaction is expected to be accretive to Adecco's earnings per share in 2005.
Goldman Sachs acted as sole financial advisor to Adecco SA and Société Générale acted as sole financial advisor to Altedia on this transaction.