Filed by: TMP Worldwide Inc. pursuant
to Rule 425 under the Securities Act of
1933, as amended, and deemed filed
pursuant to Rule 14a-12 of the
Securities Exchange Act of 1934, as
amended.
Subject company: HotJobs.com, Ltd.
Commission File No: 0-26891
FOR IMMEDIATE RELEASE
Contact: David Rosa
TMP Worldwide
212-351-7067
david.rosa@tmp.com
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TMP WORLDWIDE REAFFIRMS COMMITMENT TO HOTJOBS ACQUISITION
NEW YORK, DECEMBER 12, 2001 - TMP Worldwide Inc. (NASDAQ: TMPW), the world's
leading supplier of human capital solutions, including the pre-eminent Internet
career portal Monster.com(R), today reaffirmed its commitment to consummate its
previously announced agreement to acquire HotJobs.com, Ltd. (NASDAQ: HOTJ), a
leading recruitment company whose services include the HotJobs.com consumer job
board.
TMP entered into a definitive agreement to acquire HotJobs in June of
this year in an all-stock transaction, which calls for 0.2195 shares of TMP
common stock to be exchanged for each share of HotJobs common stock. TMP expects
to close the transaction in the first quarter of 2002.
Based on TMP Worldwide's industry leading position and the anticipated
synergies, TMP believes that this transaction, which is expected to be tax-free,
is in the best interest of HotJobs shareholders.
ABOUT TMP WORLDWIDE
Founded in 1967, TMP Worldwide Inc., with more than 10,500 employees in 33
countries, is the online recruitment leader, the world's largest Recruitment
Advertising
2
agency network, and one of the world's largest Executive Search and Executive
Selection agencies. TMP Worldwide, headquartered in New York, is also the
world's largest Yellow Pages advertising agency and a provider of direct
marketing services. The company's clients include more than 90 of the Fortune
100 and more than 480 of the Fortune 500 companies. In June 2001, TMP Worldwide
was added to the S&P 500 Index. More information about TMP Worldwide is
available at www.tmp.com.
ABOUT MONSTER.COM
Monster.com, headquartered in Maynard, Mass., is the leading global careers
website, recording over 30.2 million unique visits during the month of October
2001 according to independent research conducted by I/PRO. Monster.com connects
the most progressive companies with the most qualified career-minded
individuals, offering innovative technology and superior services that give them
more control over the recruiting process. The Monster.com global network
consists of local content and language sites in the United States, United
Kingdom, Australia, Canada, the Netherlands, Belgium, New Zealand, Singapore,
Hong Kong, France, Germany, Ireland, Spain, Luxembourg, India, Italy, Sweden,
Norway, Denmark, Switzerland, and Finland. Monster.com is the official online
career management services sponsor of the 2002 Olympic Winter Games and 2002 and
2004 U.S. Olympic Teams. More information about Monster.com is available at
www.monster.com or by calling 1-800-MONSTER.
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Special Note: Except for historical information contained herein, the statements
made in this release constitute forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Such forward-looking statements involve certain risks and
uncertainties, including statements regarding the company's strategic direction,
prospects and future results. Certain factors, including factors outside of our
control, may cause actual results to differ materially from those contained in
the forward- looking statements, including economic and other conditions in the
markets in which we operate, risks associated with acquisitions, competition,
seasonality and the other risks discussed in our Form 10-K and our other filings
made with the Securities and Exchange Commission, which discussions are
incorporated in this release by reference.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
TMP has filed with the Securities and Exchange Commission (SEC) a
Registration Statement on Form S-4, containing a preliminary proxy
statement/prospectus regarding the proposed transaction. The information in
these preliminary filings is not complete and may be changed. The definitive
proxy statement/prospectus will be sent to the stockholders of HotJobs
seeking their approval of the merger. Investors are urged to read the
definitive proxy statement/prospectus when it becomes available and any
relevant documents filed with the SEC, because they will contain important
information about TMP, HotJobs and the proposed transaction. In addition, you
may obtain the documents free of charge at the Web site maintained by the
SEC at www.sec.gov. You may also obtain documents filed with the SEC by TMP
free of charge by directing a request to Investor Relations, TMP Worldwide
Inc., 622 Third Avenue, New York, New York 10017 and you may obtain documents
filed with the SEC by HotJobs free of charge by directing a request to
Kristine Phillips, HotJobs.com, Ltd., 406 West 31st Street, 9th Floor, New
York, New York 10001.