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. 000-27792
Manpower Inc. (NYSE:
MAN)
February
2010
2
This presentation
includes forward-looking statements which are subject to risks
and uncertainties. Actual results might differ materially from those projected in
the forward-looking statements. Additional information concerning factors that
could cause actual results to materially differ from those in the forward-looking
statements is contained in the Company’s Annual Report on Form 10-K dated
December 31, 2009, which information is incorporated herein by reference, and
such other factors as may be described from time to time in the Company’s SEC
filings.
and uncertainties. Actual results might differ materially from those projected in
the forward-looking statements. Additional information concerning factors that
could cause actual results to materially differ from those in the forward-looking
statements is contained in the Company’s Annual Report on Form 10-K dated
December 31, 2009, which information is incorporated herein by reference, and
such other factors as may be described from time to time in the Company’s SEC
filings.
This presentation
does not constitute an offer of any securities for sale. The
exchange offer related to the acquisition of COMSYS IT Partners, Inc. has not
commenced. Manpower intends to commence an exchange offer and file a
Schedule TO and a registration statement on Form S-4, and COMSYS intends
to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the
Securities and Exchange Commission in connection with the transaction.
Manpower and COMSYS expect to mail a Preliminary Prospectus, the Schedule
14D-9 and related exchange offer materials to stockholders of COMSYS.
These documents, however, are not currently available. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT MANPOWER, COMSYS AND THE
TRANSACTION. Documents filed with the SEC by Manpower and COMSYS
may be obtained without charge at the SEC's website at www.sec.gov, and at
Manpower's website at www.manpower.com or COMSYS' website at
www.comsys.com.
exchange offer related to the acquisition of COMSYS IT Partners, Inc. has not
commenced. Manpower intends to commence an exchange offer and file a
Schedule TO and a registration statement on Form S-4, and COMSYS intends
to file a Solicitation/Recommendation Statement on Schedule 14D-9 with the
Securities and Exchange Commission in connection with the transaction.
Manpower and COMSYS expect to mail a Preliminary Prospectus, the Schedule
14D-9 and related exchange offer materials to stockholders of COMSYS.
These documents, however, are not currently available. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY ARE AVAILABLE BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT MANPOWER, COMSYS AND THE
TRANSACTION. Documents filed with the SEC by Manpower and COMSYS
may be obtained without charge at the SEC's website at www.sec.gov, and at
Manpower's website at www.manpower.com or COMSYS' website at
www.comsys.com.
Forward-Looking
Statement
Manpower Inc. (NYSE:
MAN)
February
2010
At
Manpower, our job is helping the world work,
and today it’s more important than ever before.
and today it’s more important than ever before.
Despite
the challenging business
environment, we remain true to our long-
term strategy. This is no easy task: It
requires careful planning, expertise and
agility. With confidence and focus
Manpower will emerge stronger and
smarter than ever.
environment, we remain true to our long-
term strategy. This is no easy task: It
requires careful planning, expertise and
agility. With confidence and focus
Manpower will emerge stronger and
smarter than ever.
OUR
VISION
is to
lead in the
creation and delivery of services
that enable our clients to win in
the changing world of work.
creation and delivery of services
that enable our clients to win in
the changing world of work.
3
Manpower Inc. (NYSE:
MAN)
February
2010
Manpower
Facts
2009
Segment Revenues in
millions ($)
2009
Segment Operating Unit Profit* in
millions ($)
400,000
clients
28,000
employees
82
countries/territories
$16
billion in revenues in 2009
3
million placements
4,000
offices
9
million trained
4
Americas 2,561.0
(16%)
France
4,675.5 (29%)
EMEA
6,322.5 (39%)
Asia
Pacific 1,728.0 (11%)
Right
Management 559.4 (4%)
Jefferson Wells
192.3 (1%)
*Excludes
non-recurring items as detailed in our earnings release and further explained on
our website.
Americas
(4.0)
France
26.4
EMEA
73.0
Asia
Pacific 29.1
Right
Management 113.4
Jefferson Wells
(15.4)
Manpower Inc. (NYSE:
MAN)
February
2010
We
Offer Solutions for Employers of all Sizes
End-to-End Services
for the
Employment Lifecycle
Employment Lifecycle
Our comprehensive
range of services
allows us to help employers raise their
productivity through improved quality,
efficiency and cost-reduction strategies
at every stage of their business evolution.
And because we focus on their talent
needs, they can concentrate on their
core business activities.
allows us to help employers raise their
productivity through improved quality,
efficiency and cost-reduction strategies
at every stage of their business evolution.
And because we focus on their talent
needs, they can concentrate on their
core business activities.
The
Manpower Group of Companies:
5
Manpower Inc. (NYSE:
MAN)
February
2010
A
Recognized Leader
Recent accolades
Recent accolades
In 2009,
Institutional Investor magazine named Manpower
the Most Shareholder-Friendly Company in the Business
& Professional Services category for the fourth year in a
row, based on interviews with directors of research, chief
investment officers, portfolio managers and analysts.
the Most Shareholder-Friendly Company in the Business
& Professional Services category for the fourth year in a
row, based on interviews with directors of research, chief
investment officers, portfolio managers and analysts.
In 2009,
Manpower was named as one of Fortune’s
most admired companies in the staffing industry for the
seventh year in a row by a group of 10,000 executives,
directors and security analysts.
most admired companies in the staffing industry for the
seventh year in a row by a group of 10,000 executives,
directors and security analysts.
Forbes
magazine named Manpower to its 2008 list of the
best-managed companies for the sixth time, citing
Manpower’s integrity in the areas of accounting and
governance, financial condition and earnings quality.
best-managed companies for the sixth time, citing
Manpower’s integrity in the areas of accounting and
governance, financial condition and earnings quality.
Manpower
ranked 119th on the 2009 Fortune 500 list
of the largest companies in America.
of the largest companies in America.
Manpower
ranked 432nd on the 2009 Fortune Global
500 list of the largest companies in the world.
500 list of the largest companies in the world.
Named a
Global High Performer in 2007, Manpower
ranked 1,306th on the 2009 Forbes Global 2000
ranking of the largest public companies in the world.
ranked 1,306th on the 2009 Forbes Global 2000
ranking of the largest public companies in the world.
In 2009,
Manpower was named one of America’s greenest
“big” companies by Newsweek Magazine. The U.S. Green
Building Council awarded Manpower Gold Status under
LEED certification system for its “green” headquarters.
“big” companies by Newsweek Magazine. The U.S. Green
Building Council awarded Manpower Gold Status under
LEED certification system for its “green” headquarters.
Since
2008, Manpower has been listed on the
FTSE4Good Index Series, which measures the
performance of companies that meet globally recognized
corporate responsibility standards, and facilitates
investment in those companies.
FTSE4Good Index Series, which measures the
performance of companies that meet globally recognized
corporate responsibility standards, and facilitates
investment in those companies.
America’s Most
Shareholder-Friendly
America’s Most
Admired Companies
America’s Best
Managed Companies
Fortune
America 500
Fortune
Global 500
Forbes
Global 2000
Greenest Big
Companies in America
FTSE4Good
Index
6
Manpower Inc. (NYSE:
MAN)
February
2010
Organization
and
Culture
Evolving
our
organization
and culture
requires attracting
and
retaining high
quality people for
the long term.
organization
and culture
requires attracting
and
retaining high
quality people for
the long term.
It also
requires
creating an
environment that
promotes
entrepreneurship,
rewards high
performance, and
motivates us to
reach our full
potential.
creating an
environment that
promotes
entrepreneurship,
rewards high
performance, and
motivates us to
reach our full
potential.
Improving
our
efficiency
means achieving
speed, quality and
effective use of
resources
throughout all our
operations.
efficiency
means achieving
speed, quality and
effective use of
resources
throughout all our
operations.
Efficiency
Demonstrating
our
commitment to
innovation
requires us to
continuously
capture creativity in
local markets, and
replicate this
around the world.
Our role is to
develop and
expand our
capabilities, while
creating services
targeted to what’s
new and what’s
next in the world of
work.
commitment to
innovation
requires us to
continuously
capture creativity in
local markets, and
replicate this
around the world.
Our role is to
develop and
expand our
capabilities, while
creating services
targeted to what’s
new and what’s
next in the world of
work.
Innovation
Thought
Leadership
Leadership
Maintaining
our
thought
leadership
means
continuously
anticipating future
dynamics of the
market and
contributing to the
design of social
and employment
systems on a
global basis.
thought
leadership
means
continuously
anticipating future
dynamics of the
market and
contributing to the
design of social
and employment
systems on a
global basis.
Generating
more
revenue
requires us to
develop strategic
insights about
our clients’
needs and
goals, elevating
and broadening
our mutually-
beneficial
relationships and
measuring our
contribution to
our clients’
businesses.
revenue
requires us to
develop strategic
insights about
our clients’
needs and
goals, elevating
and broadening
our mutually-
beneficial
relationships and
measuring our
contribution to
our clients’
businesses.
Revenue
Key
Strategies
7
Manpower Inc. (NYSE:
MAN)
February
2010
2010
Global Strategic Priorities
To
achieve our vision, better service our clients and candidates, and
differentiate
ourselves from our competition, the Manpower group of companies will focus on:
ourselves from our competition, the Manpower group of companies will focus on:
Manpower
Experience
• Candidate
Experience
• Client
Experience
Digital
Strategy
• MyPath
• Direct
Talent
• Direct
Office / Direct Time
Manpower
Professional
• ICT,
Engineering, Finance and
Accounting
Accounting
• Go-to-Market
Strategy
• Enhanced
Business Model
New
Services & Sectors
• Manpower
Business Solutions
-RPO (Recruitment
Process Outsourcing)
-MSP (Managed
Service Programs)
-TBO (Task
Based Outsourcing)
• Workforce
Strategy
• Government
Sector
8
Manpower Inc. (NYSE:
MAN)
February
2010
Specialty
Core
Margins
Staffing
HR
Consulting
Where
We’re Going
Permanent
Professional
Outplacement
F&A
MBS
9
Manpower Inc. (NYSE:
MAN)
February
2010
COMSYS
Acquisition Summary
10
February
2010
Announced
$17.65
per share; $431 million enterprise value
Purchase
Price
50%
stock / 50% cash, with option to pay all cash
Consideration
April
2010
Expected
Closing
$20
million by 2011 (3% of revenue)
Synergies
Accretive in 2010,
excluding intangible amortization costs
EPS
Accretive
Manpower Inc. (NYSE:
MAN)
February
2010
COMSYS
Business Overview
11
• Third
largest IT staffing and
managed solutions company in the
U.S. with $650 million in revenue.
managed solutions company in the
U.S. with $650 million in revenue.
- Project
Management
- Business
Analysis
- Network
Infrastructure
- Business
Intelligence
- Applications
Programming and
Development
Development
- Quality Assurance
and Testing
- Workforce
Solutions (RPO and
MSP)
MSP)
• National
footprint with 52
branches
• Diversified
client base across
several
high-growth industry sectors
high-growth industry sectors
Manpower Inc. (NYSE:
MAN)
February
2010
Combined
Professional Staffing Business
12
Combined revenue of
Manpower Professional and COMSYS will be over
$2.5 billion
Combined number of
contractors on assignment daily will be over
25,000
Combined footprint
will be 400
offices
Combined MSP
offering will be total flow through dollars of $3.5
billion
* Includes
Manpower Professional, Elan and Comsys
Manpower Inc. (NYSE:
MAN)
February
2010
$975M
$185M
2009
Pro forma
1999
11%
13
Diversifying Via
Specialty Services
Evolution
of Specialty Gross Margin
Manpower
Professional
Elan
COMSYS
Jefferson
Wells
Right
Management
Gross
margin from specialty
services now exceeds one-third of
our total gross margin.
services now exceeds one-third of
our total gross margin.
%
of Total GP
* 2009
Pro forma includes the results of COMSYS IT Partners
*
33%
Manpower Inc. (NYSE:
MAN)
February
2010
Exciting Growth
Opportunities
SOURCE:
Manpower estimates
|
Italy
|
0.9%
|
+++
|
16%
|
|
Nordics
|
1.0%
|
+++
|
30%
|
|
Germany
|
1.4%
|
+++
|
5%
|
|
Japan
|
1.8%
|
++
|
3%
|
|
US
|
1.5%
|
+
|
3%
|
|
France
|
2.1%
|
+
|
21%
|
|
UK
|
3.5%
|
+
|
4%
|
Staffing
Market
Penetration
Penetration
Growth
Opportunity
Manpower
Market Share
Market Share
14
Manpower Inc. (NYSE:
MAN)
February
2010
• First foreign
company to
receive a license to provide
temporary staffing services
in China; largest network with
19 offices in 19 cities
receive a license to provide
temporary staffing services
in China; largest network with
19 offices in 19 cities
Capitalizing on
Emerging Markets
Manpower continues
to shape labor policy in emerging economies,
resulting in new sources of revenue.
resulting in new sources of revenue.
• Extensive network
in Eastern
Europe
with 136 offices in 12 countries
with 136 offices in 12 countries
• Established
operations in
the Middle East with the
2007 acquisition of one of the
leading professional staffing
and recruitment companies
in the region
the Middle East with the
2007 acquisition of one of the
leading professional staffing
and recruitment companies
in the region
• First to
provide
employment services
in Vietnam
employment services
in Vietnam
• India’s largest
ITeS
staffing firm with 22
offices in 13 cities
staffing firm with 22
offices in 13 cities
15
Manpower Inc. (NYSE:
MAN)
February
2010
Financial
Highlights
• Quarter Financial
Summary
• Full Year Cash Flow
Summary
• Balance
Sheet
• Trend Analysis:
Revenue
and Operating Profit
and Operating Profit
• Operating Cash
Flows
• Return on Invested
Capital
• Financial
Targets
• Record of Long-Term
Growth
16
Manpower Inc. (NYSE:
MAN)
February
2010
17
Financial Summary -
Fourth Quarter
($ in millions, except EPS)
($ in millions, except EPS)
(1) Constant currency is
further explained in our quarterly filings with the SEC.
(2) 2009
excludes reorganization charges of $12.7M.
(3) 2008
excludes the impact of the French business tax refund, French payroll tax
change, and $37.2M of reorganization charges.
(1)
(2)
(3)
Manpower Inc. (NYSE:
MAN)
February
2010
18
Cash
Flow Summary - Full Year
Manpower Inc. (NYSE:
MAN)
February
2010
19
Balance
Sheet
December 31, 2009 ($ in millions)
December 31, 2009 ($ in millions)
Assets
$6,214
3,071
2,128
1,015
Cash
Accounts
Receivable
Other
Assets
Liabilities
&
Equity
$6,214
2,537
2,920
Other
Liabilities
Total
Debt
Equity
757
Manpower Inc. (NYSE:
MAN)
February
2010
Trend
Analysis
(1) Excludes
non-recurring items as detailed in our earnings release and further explained on
our website. As reported, operating
profit was $41.7M in 2009, $493.5M in 2008 and $811.2M in 2007 and OP% was 0.3%, 2.3% and 4.0%, respectively.
profit was $41.7M in 2009, $493.5M in 2008 and $811.2M in 2007 and OP% was 0.3%, 2.3% and 4.0%, respectively.
25
20
15
10
5
0
50.0%
35.0%
20.0%
5.0%
-10.0%
-25.0%
+9.0%
+10.0%
+7.9%
+2.1%
-2.6%
+0.4%
+20.8%
10.8
15.8
17.6
20.5
21.5
2000
2001
2002
2003
2004
2005
2006
2007
2008
Dollars
in Billions
%
= Variance in constant currency
Revenue
750
600
450
300
150
0
7.5%
7.0%
4.5%
3.0%
1.5%
0.0%
+17.6%
+21.9%
+8.4%
+43.1%
+1.5%
-7.9%
+47.5%
311.0
233.1
259.1
428.8
532.1
680.6
631.4
2000
2001
2002
2003
2004
2005
2006
2007
2008
Dollars
in Millions
%
= Variance in constant currency
Operating
Profit
OP% 2.9% 2.3% 2.2% 2.1% 2.7% 2.7% 3.0% 3.3% 2.9% 0.8%
+0.5%
-12.9%
(1)
(1)
20
16.0
-20.9%
2009
2009
12.1
+13.1%
136.3
-78.1%
237.6
-21.6%
Y-O-Y
Growth
in CC%
in CC%
OP
Margin
(1)
397.8
10.5
10.5
14.7
Manpower Inc. (NYSE:
MAN)
February
2010
Operating Cash
Flows
($ in millions)
($ in millions)
* Free Cash Flow is
equal to cash provided by operating activities
less capital expenditures, and is further explained on our website.
less capital expenditures, and is further explained on our website.
Free
Cash Flow *
Capital
Expenditures
130.3
82.6
212.9
281.0
227.9
223.4
187.4
268.8
359.1
432.2
87.3
58.5
55.5
67.9
77.6
80.0
91.6
279.1
119.5
167.9
169.4
193.7
698.9
93.1
792.0
340.6
191.2
Share
Repurchases
2000
$20.0
2001
$3.3
2002
$30.7
2003
-
2004
-
2005
$217.6
2006
$235.9
2007
$419.2
2008
$125.4
21
379.2
35.1
2009
-
414.3
Manpower Inc. (NYSE:
MAN)
February
2010
Return
on Invested Capital* (ROIC)
* Return
on Invested Capital is defined as operating profit after tax divided by the
average monthly total of net
debt (total debt less cash and cash equivalents) and equity for the year, and is further explained on our website.
2009, 2008 and 2007 exclude non-recurring items as detailed in our earnings releases.
debt (total debt less cash and cash equivalents) and equity for the year, and is further explained on our website.
2009, 2008 and 2007 exclude non-recurring items as detailed in our earnings releases.
2007
2006
2005
2004
2003
11.4%
13.3%
10.9%
9.8%
15.6%
2008
13.0%
22
2009
5.7%
Manpower Inc. (NYSE:
MAN)
February
2010
Financial
Targets
Revenue
Growth
>
Market
Operating
Profit
Margin
>
4%
EPS
Growth
>
15%
Constant
Currency
ROIC
>
15%
SG&A
Expense
<
80%
of
Gross
Profit
23
Manpower Inc. (NYSE:
MAN)
February
2010
Strong
Record of Long-Term Growth
• Balanced service
portfolio
• Geographic
diversification
• Well positioned for
emerging market growth
• Clear, effective
strategy
• Seasoned management
team
• Industry leader with
superior brand recognition
24
Additional
Information
This presentation
is being filed by Manpower Inc. pursuant to Rule 425 under the Securities Act of
1933. This presentation does not constitute an offer of any securities for sale.
The exchange offer described above has not commenced. Manpower intends to
commence an exchange offer and file a Schedule TO and a registration statement
on Form S-4, and COMSYS intends to file a Solicitation/Recommendation Statement
on Schedule 14D-9, with the Securities and Exchange Commission in connection
with the transaction. Manpower and COMSYS expect to mail a Preliminary
Prospectus, the Schedule 14D-9 and related exchange offer materials to
stockholders of COMSYS. These documents, however, are not currently available.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN
THEY ARE AVAILABLE 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’ website at
www.comsys.com.
Forward-Looking
Statements
This presentation
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’ 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’
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’ 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’ Annual Report on Form 10-K for the fiscal year
ended December 28, 2008, which information is incorporated herein by
reference.