As filed with the Securities and Exchange Commission on March 4, 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
COMSYS IT PARTNERS, INC.
(Name of Subject Company Issuer)
TAURUS MERGER SUB, INC.,
a wholly owned subsidiary of Manpower Inc.
MANPOWER INC.
(Name of Filing Persons - Offeror)
COMMON STOCK
PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
2051E 10 4
(CUSIP Number of Class of Securities)
Kenneth C. Hunt
Senior Vice President, General
Counsel and Secretary
Manpower Inc.
100 Manpower Place
Milwaukee, Wisconsin 53212
(414) 961-1000
(Name, address and telephone number of person authorized to receive
notices and communication on behalf of Filing Person)
Copies to:
| Dennis F. Connolly Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, Wisconsin 53202 |
Ken R. Bramlett, Jr. Senior Vice President, General Counsel and Corporate Secretary COMSYS IT Partners, Inc. 4400 Post Oak Parkway Houston, Texas 77027 |
J. Norfleet Pruden, III K&L Gates LLP 214 North Tryon Street, 47th Floor Charlotte, North Carolina 28202 |
CALCULATION OF FILING FEE
| TRANSACTION VALUATION* |
AMOUNT OF FILING FEE** | |
| $389,256,647.72 | $27,754.00 |
| * | Estimated for purposes of calculating the amount of the filing fee only in accordance with Rules 0-11(d) and 0-11(a)(4) under the Securities Exchange Act of 1934, based on the product of (a) $17.485, the average of the high and low sale prices per share of COMSYS IT Partners, Inc. common stock on February 26, 2010, as reported by the NASDAQ Global Market, and (b) 22,262,319, the maximum number of shares of COMSYS IT Partners, Inc. common stock estimated to be received by Manpower Inc. or canceled pursuant to the exchange offer and subsequent merger (i.e., the number of issued and outstanding shares of COMSYS common stock as of March 1, 2010, plus the aggregate number of COMSYS shares issuable upon exercise or payout of all outstanding options and warrants). |
| ** | The amount of the filing fee was calculated in accordance with Rule 0-11(d) of the Exchange Act by multiplying the transaction valuation by 0.0000713. |
| x | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form of schedule and the date of its filing. |
| Amount Previously Paid: | $13,746.05 | Filing Party: | Manpower Inc. | |||
| Form or Registration No.: | Form S-4 | Date Filed: | March 4, 2010 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | Third-party tender offer subject to Rule 14d-1. |
| ¨ | Issuer tender offer subject to Rule 13e-4. |
| ¨ | Going-private transaction subject to Rule 13e-3. |
| ¨ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This Tender Offer Statement on Schedule TO relates to the commencement of an offer by Manpower Inc., a Wisconsin corporation (“Manpower”), through its wholly owned subsidiary, Taurus Merger Sub, Inc., a Delaware corporation (“Purchaser”), to exchange outstanding shares of common stock, par value $0.01 per share, of COMSYS IT Partners, Inc., a Delaware corporation (“COMSYS”), for $17.65 in cash or $17.65 in fair market value of shares of common stock, par value $0.01 per share, of Manpower (“Manpower Common Stock”), where fair market value is the average trading price of Manpower Common Stock as described in the Prospectus referenced below (the “Exchange Offer”).
The Exchange Offer is made pursuant to an Agreement and Plan of Merger, dated as of February 1, 2010, by and among Manpower, Purchaser and COMSYS, which contemplates the Exchange Offer and the merger of Purchaser into COMSYS (the “Merger”). Manpower has filed a registration statement with the Securities and Exchange Commission on Form S-4 relating to the shares of Manpower Common Stock that may be issued to stockholders of COMSYS in the Exchange Offer and the Merger (the “Registration Statement”). The terms and conditions of the Exchange Offer and the Merger (as may from time to time be amended, supplemented or finalized) are described in the Prospectus which is a part of the Registration Statement (the “Prospectus”), and the related Letter of Election and Transmittal, which are Exhibits (a)(4) and (a)(1)(A) hereto.
As permitted by General Instruction F to Schedule TO, all of the information in the Prospectus and the related Letter of Election and Transmittal, and any prospectus supplement or other amendment thereto related to the Exchange Offer hereafter filed with the Securities and Exchange Commission by Manpower and Purchaser, is hereby expressly incorporated by reference in answer to Items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO. The Agreement and Plan of Merger, among COMSYS, Manpower and Purchaser dated as of February 1, 2010, a copy of which is attached as Exhibit (d)(1) to this Schedule TO, is incorporated in this Schedule TO by reference.
| ITEM 1. | SUMMARY TERM SHEET. |
The information set forth in the section of the Prospectus entitled “Questions and Answers About the Proposed Transaction” and “Summary” is incorporated in this Schedule TO by reference.
| ITEM 2. | SUBJECT COMPANY INFORMATION. |
(a) The subject company and issuer of the securities subject to the Exchange Offer is COMSYS IT Partners, Inc., a Delaware corporation. Its principal executive office is located at 4400 Post Oak Parkway, Suite 1800, Houston, Texas, 77027 and its telephone number is (713) 386-1400.
(b) As of March 1, 2010, there were 21,293,875 shares of COMSYS common stock, par value $0.01 per share (“COMSYS Common Stock”), issued and outstanding.
(c) The information concerning the principal market in which shares of COMSYS Common Stock are traded and certain high and low sales prices for the shares of COMSYS Common Stock in that principal market is set forth in the section of the Prospectus entitled “Price Range of Common Stock and Dividends” and is incorporated in this Schedule TO by reference.
| ITEM 3. | IDENTITY AND BACKGROUND OF FILING PERSON. |
(a), (b), (c) The information set forth in the section of the Prospectus entitled “Summary—The Companies,” “Manpower Inc.” and Schedule I to the Prospectus entitled “Information Concerning Directors and Executive Officers of Manpower Inc. and Taurus Merger Sub, Inc.” is incorporated in this Schedule TO by reference.
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| ITEM 4. | TERMS OF THE TRANSACTION. |
(a)(1)(i)-(iii), (v)-(viii), (x)-(xii) The information set forth in the introduction to the Prospectus, in the sections of the Prospectus entitled “Questions and Answers About the Proposed Transaction,” “Summary,” “The Transaction,” “Terms of the Merger Agreement,” and “Comparative Rights of Shareholders” and in the Letter of Election and Transmittal is incorporated in this Schedule TO by reference.
(a)(1)(iv), (ix) Not applicable.
(a)(2)(i)-(vii) The information set forth in the sections of the Prospectus entitled “Questions and Answers About the Proposed Transaction,” “Summary,” “The Transaction,” “Terms of the Merger Agreement,” and “Comparative Rights of Shareholders” and in the Letter of Election and Transmittal is incorporated in this Schedule TO by reference.
| ITEM 5. | PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. |
(a), (b) The information set forth in the sections of the Prospectus entitled “The Transaction” and “Terms of the Merger Agreement” is incorporated in this Schedule TO by reference.
| ITEM 6. | PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. |
(a), (c)(1), (c)(3-7) The information set forth in the introduction of the Prospectus and in the sections of the Prospectus entitled “The Transaction” and “Terms of the Merger Agreement” is incorporated in this Schedule TO by reference.
(c)(2) Not applicable.
| ITEM 7. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. |
(a) The information set forth in the section of the Prospectus entitled “The Transaction—Source and Amount of Funds” is incorporated in this Schedule TO by reference.
(b), (d) Not applicable.
| ITEM 8. | INTEREST IN SECURITIES OF THE SUBJECT COMPANY. |
(a), (b) The information set forth in the sections of the Prospectus entitled “The Transaction” and “Terms of the Merger Agreement—Tender and Voting Agreement” and Schedule I to the Prospectus entitled “Information Concerning Directors and Executive Officers of Manpower Inc. and Taurus Merger Sub, Inc.” is incorporated in this Schedule TO by reference.
| ITEM 9. | PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. |
(a) The information set forth in the section of the Prospectus entitled “The Transaction—Fees and Expenses” is incorporated in this Schedule TO by reference.
| ITEM 10. | FINANCIAL STATEMENTS. |
(a) The financial information set forth in Manpower’s Annual Report on Form 10-K for the year ended December 31, 2009 and the section of the Prospectus entitled “Where You Can Find More Information” is incorporated in this Schedule TO by reference.
(b) The information set forth in the sections of the Prospectus entitled “Summary—Comparison of Unaudited Pro Forma Combined Per Share Data” and “Unaudited Pro Forma Condensed Combined Financial Information” is incorporated in this Schedule TO by reference.
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| ITEM 11. | ADDITIONAL INFORMATION. |
(a)(1) The information set forth in the section of the Prospectus entitled “The Transaction—Relationships between Manpower and COMSYS” is incorporated in this Schedule TO by reference.
(a)(2), (3) The information set forth in the section of the Prospectus entitled “The Transaction—Regulatory Approvals” is incorporated in this Schedule TO by reference.
(a)(4) The information set forth in the section of the Prospectus entitled “The Transaction—Possible Effects of the Exchange Offer” are incorporated in this Schedule TO by reference.
(a)(5) The information set forth in the section of the Prospectus entitled “The Transaction—Regulatory Approvals” is incorporated in this Schedule TO by reference.
(b) The information set forth in the Prospectus and the related Letter of Election and Transmittal is incorporated in this Schedule TO by reference.
| ITEM 12. | EXHIBITS. |
| EXHIBIT |
DESCRIPTION | |
| (a)(1)(A) |
Form of Letter of Election and Transmittal (incorporated by reference to Exhibit 99.1 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(1)(B) |
Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(1)(C) |
Form of Letter from Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(1)(D) |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(1)(E) |
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(4) |
Prospectus relating to shares of Manpower Common Stock to be issued in the Exchange Offer and the Merger (incorporated by reference to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(5)(A) |
Press release issued on March 4, 2010, announcing the commencement of the exchange offer | |
| (a)(5)(B) |
Press release issued on February 2, 2010 (incorporated by reference to Exhibit 99.1 to Manpower’s Current Report on Form 8-K, filed on February 2, 2010) | |
| (a)(5)(C) |
Investor presentation excerpt dated February 2, 2010 (incorporated by reference to Exhibit 99.2 to Manpower’s Current Report on Form 8-K, filed on February 2, 2010) | |
| (a)(5)(D) |
Transcript of Manpower’s Fourth Quarter and Full Year 2009 Earnings Conference Call (incorporated by reference to Manpower’s 425 filing on February 2, 2010) | |
| (a)(5)(E) |
Manpower presentation for the Credit Suisse Annual Global Services Conference (incorporated by reference to Manpower’s 425 filing on February 22, 2010) | |
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| EXHIBIT |
DESCRIPTION | |
| (d)(1) | Agreement and Plan of Merger among COMSYS IT Partners, Inc., Manpower Inc. and Taurus Merger Sub, Inc. dated as of February 1, 2010 (incorporated by reference to Appendix A to the prospectus contained in Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (d)(2) | Letter Agreement between Manpower Inc. and COMSYS IT Partners, Inc., dated as of March 3, 2010 (incorporated by reference to Exhibit 2.2 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (d)(3) | Tender and Voting Agreement dated as of February 1, 2010, between Manpower Inc. and the persons listed on Schedule I thereto (incorporated by reference to Exhibit 2.2 to Manpower’s Current Report on Form 8-K, filed on February 2, 2010) | |
| (d)(4) | Employment Agreement dated as of February 1, 2010 between Manpower Inc. and Michael H. Barker (incorporated by reference to Exhibit 10.1 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (d)(5) | Confidentiality and Non-Disclosure Agreement between Manpower Inc. and COMSYS IT Partners, Inc. dated November 19, 2009 (incorporated by reference to Exhibit 10.2 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (h)(1) | Opinion and consent of Godfrey & Kahn, S.C. regarding the federal income tax consequences of the Exchange Offer and the Merger (incorporated by reference to Exhibit 8.1 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (h)(2) | Opinion and consent of K&L Gates LLP regarding the federal income tax consequences of the Exchange Offer and the Merger (incorporated by reference to Exhibit 8.2 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| ITEM 13. | INFORMATION REQUIRED BY SCHEDULE 13E-3. |
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 3, 2010.
| MANPOWER INC. |
TAURUS MERGER SUB, INC. | |||||
| By: | /s/ Kenneth C. Hunt |
By: | /s/ Kenneth C. Hunt | |||
| Name: | Kenneth C. Hunt |
Name: | Kenneth C. Hunt | |||
| Title: | Senior Vice President, General Counsel and Secretary |
Title: | President and Treasurer | |||
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EXHIBITS
| ITEM 12. | EXHIBITS. |
| EXHIBIT |
DESCRIPTION | |
| (a)(1)(A) | Form of Letter of Election and Transmittal (incorporated by reference to Exhibit 99.1 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(1)(B) | Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(1)(C) | Form of Letter from Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(1)(D) | Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(1)(E) | Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (incorporated by reference to Exhibit 99.5 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(4) | Prospectus relating to shares of Manpower Common Stock to be issued in the Exchange Offer and the Merger (incorporated by reference to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (a)(5)(A) |
Press release issued on March 4, 2010, announcing the commencement of the exchange offer | |
| (a)(5)(B) | Press release issued on February 2, 2010 (incorporated by reference to Exhibit 99.1 to Manpower’s Current Report on Form 8-K, filed on February 2, 2010) | |
| (a)(5)(C) | Investor presentation excerpt dated February 2, 2010 (incorporated by reference to Exhibit 99.2 to Manpower’s Current Report on Form 8-K, filed on February 2, 2010) | |
| (a)(5)(D) | Transcript of Manpower’s Fourth Quarter and Full Year 2009 Earnings Conference Call (incorporated by reference to Manpower’s 425 filing on February 2, 2010) | |
| (a)(5)(E) | Manpower presentation for the Credit Suisse Annual Global Services Conference (incorporated by reference to Manpower’s 425 filing on February 22, 2010) | |
| (d)(1) | Agreement and Plan of Merger among COMSYS IT Partners, Inc., Manpower Inc. and Taurus Merger Sub, Inc. dated as of February 1, 2010 (incorporated by reference to Appendix A to the prospectus contained in Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (d)(2) | Letter Agreement between Manpower Inc. and COMSYS IT Partners, Inc., dated as of March 3, 2010 (incorporated by reference to Exhibit 2.2 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (d)(3) | Tender and Voting Agreement dated as of February 1, 2010, between Manpower Inc. and the persons listed on Schedule I thereto (incorporated by reference to Exhibit 2.2 to Manpower’s Current Report on Form 8-K, filed on February 2, 2010) | |
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| EXHIBIT |
DESCRIPTION | |
| (d)(4) | Employment Agreement dated as of February 1, 2010 between Manpower Inc. and Michael H. Barker (incorporated by reference to Exhibit 10.1 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (d)(5) | Confidentiality and Non-Disclosure Agreement between Manpower Inc. and COMSYS IT Partners, Inc. dated November 19, 2009 (incorporated by reference to Exhibit 10.2 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (h)(1) | Opinion and consent of Godfrey & Kahn, S.C. regarding the federal income tax consequences of the Exchange Offer and the Merger (incorporated by reference to Exhibit 8.1 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
| (h)(2) | Opinion and consent of K&L Gates LLP regarding the federal income tax consequences of the Exchange Offer and the Merger (incorporated by reference to Exhibit 8.2 to Manpower’s Registration Statement on Form S-4, filed on March 4, 2010) | |
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EXHIBIT (a)(5)(A)
Global Release
| FOR IMMEDIATE RELEASE | Contact: | |
| Mike Van Handel | ||
| Manpower Inc. | ||
| +1.414.906.6305 | ||
| Michael.vanhandel@manpower.com |
Manpower Inc. Announces Commencement of Exchange Offer to Acquire
COMSYS IT Partners, Inc.
MILWAUKEE, WI, USA, March 4, 2010—Manpower Inc. (NYSE: MAN), a world leader in the employment services industry, announced that Manpower, through a wholly owned subsidiary, has commenced its previously announced exchange offer for shares of COMSYS IT Partners, Inc. (Nasdaq: CITP) common stock.
A prospectus describing the exchange offer, a letter of election and transmittal to be used by stockholders to tender their COMSYS common stock in the exchange offer, and related documents, are being mailed to stockholders of COMSYS and are being filed today with the Securities and Exchange Commission (SEC). Copies of the exchange offer materials may also be obtained free of charge from Georgeson Inc., the information agent for the exchange offer, by calling toll-free at 1-866-316-3688.
The COMSYS board of directors has by unanimous vote recommended that COMSYS stockholders accept the exchange offer. Pursuant to the exchange offer, COMSYS stockholders can elect to receive for each of their COMSYS shares either $17.65 per share in cash or a fraction of a share of Manpower common stock equal to $17.65 divided by the average trading price of Manpower common stock during the ten trading days ending on and including the second trading day prior to the closing of the exchange offer, subject to a requirement that no more than 50% of the aggregate consideration in either the exchange offer or the subsequent merger will be cash or stock (subject to certain adjustments). If either form of consideration is oversubscribed, then it will be allocated pro rata to the stockholders who elect it, with the balance of their consideration being in the other form. Based on the closing price of Manpower’s common stock on March 1, 2010, the stock consideration would equal 0.333 of a share of Manpower common stock for each share of COMSYS common stock. Manpower has the right to elect not less than two business days prior to the expiration of the exchange offer to pay $17.65 in cash for all shares tendered in the exchange offer.
The exchange offer and withdrawal rights will expire at 12:00 Midnight Eastern Standard Time on the evening of April 2, 2010, but may be extended as further described in the prospectus.
The exchange offer is subject to a number of conditions as described in the prospectus. Manpower has appointed BNY Mellon Shareowner Services to act as exchange agent and Georgeson Inc. to act as information agent.
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Manpower Inc. • 100 Manpower Place, Milwaukee, WI 53212 • USA • Phone +1.414.961.1000 • www.manpower.com
Global Release
Manpower is filing with the SEC a Schedule TO and Registration Statement on Form S-4 relating to the exchange offer. COMSYS is filing a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC relating to the exchange offer. Manpower is mailing a Prospectus and related exchange offer materials to stockholders of COMSYS, and COMSYS is mailing a Schedule 14D-9 to its stockholders. INVESTORS AND STOCKHOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT MANPOWER, COMSYS AND THE TRANSACTION. Documents filed by Manpower with the SEC may be obtained without charge at the SEC’s website at www.sec.gov and at Manpower’s website at www.manpower.com. Documents filed by COMSYS with the SEC may be obtained without charge at the SEC’s website and at COMSYS’s website at www.comsys.com. Copies of the exchange offer materials may also be obtained free of charge from Georgeson Inc., the information agent for the exchange offer, by calling toll-free at 1-866-316-3688.
About COMSYS
COMSYS IT Partners, Inc. (NASDAQ: CITP) is a leading IT services company with 52 offices across the U.S. and offices in Puerto Rico, Canada and the U.K. COMSYS service offerings include contingent and direct hire placement of IT professionals and a wide range of technical services and solutions addressing requirements across the enterprise. TAPFIN Process Solutions delivers critical management solutions across the resource spectrum from contingent workers to outsourced services.
About Manpower Inc.
Manpower Inc. (NYSE: MAN) is a world leader in the employment services industry; creating and delivering services that enable clients to win in the changing world of work. With more than 60 years of experience, the company offers employers a range of services for the entire employment and business cycle including permanent, temporary and contract recruitment; employee assessment and selection; training; outplacement; outsourcing and consulting. Manpower’s worldwide network of nearly 4,000 offices in 82 countries and territories enables the company to meet the needs of 400,000 clients per year, including small and medium size enterprises in all industry sectors, as well as the world’s largest multinational corporations. The focus of Manpower’s work is on raising productivity through improved quality, efficiency and cost-reduction across the total workforce, enabling clients to concentrate on their core business activities. Manpower Inc. operates under five brands: Manpower, Manpower Professional, Elan, Jefferson Wells and Right Management. More information on Manpower Inc. is available at www.manpower.com.
Forward-Looking Statements
This news release contains statements, including statements regarding timing, completion and results of the proposed transaction, that are forward-looking in nature and, accordingly, are subject to risks and uncertainties. Actual results may differ materially from those described or contemplated in the forward-looking statements. Factors that may cause actual results to differ materially from those contained in the forward-looking statements include, among others, the risk that the exchange offer and the merger will not close; the risk that Manpower’s business and/or COMSYS’s business will be adversely impacted during the pendency of the exchange
Manpower Inc. • 100 Manpower Place, Milwaukee, WI 53212 • USA • Phone +1.414.961.1000 • www.manpower.com
Global Release
offer and the merger; the risk that the operations of the two companies will not be integrated successfully; the risk that Manpower’s expected cost savings and other synergies from the transaction may not be fully realized, realized at all or take longer to realize than anticipated; the risk that demand for and acceptance of Manpower’s or COMSYS’s products or services may be reduced; the impact of economic conditions; the impact of competition and pricing; and other factors found in the Manpower’s and COMSYS’s reports filed with the SEC, including the information under the heading ‘Risk Factors’ in Manpower’s Annual Report on Form 10-K for the year ended December 31, 2009 and COMSYS’s Annual Report on Form 10-K for the fiscal year ended January 3, 2010, which information is incorporated herein by reference.
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Manpower Inc. • 100 Manpower Place, Milwaukee, WI 53212 • USA • Phone +1.414.961.1000 • www.manpower.com