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FILED BY MANPOWER INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED
SUBJECT COMPANY: COMSYS IT PARTNERS, INC.
COMMISSION FILE NO. 333-165182
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.
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 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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