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Stuart Gentle Publisher at Onrec

Viscardi signs definitive agreement to purchase topjobs.net - 01/2001

Legalities of purchase

The Boards of Viscardi and topjobs announce that they have reached agreement on the terms of a recommended cash offer for the whole of the issued and to be issued share capital of topjobs (the Offer).

Don McIntosh, UK general manager of Top Jobs on the Net says:

The sale is very positive news for Top Jobs on the Net. It provides us with the resources to accelerate our European expansion programme whilst retaining the strong Top Jobs on the Net brand and business model which has allowed us to become one of the leading online recruitment advertising firms in the UK.

The Offer will be US$1.50 in cash for every topjobs Ordinary Share and US$1.50 in cash for every topjobs ADS (each topjobs Ordinary Share and topjobs ADS being a topjobs Security) and values topjobs' issued share capital at approximately US$15.5 million. topjobs Shareholders resident outside the United States, Canada, Australia and Japan will be entitled to elect to receive payment in the form of Loan Notes.

On December 14, 2000 (being the last NASDAQ trading day before this announcement) the closing price of topjobs Securities, as traded on the NASDAQ National Market, was US$1.031 per topjobs ADS. The Offer represents a premium of approximately 45.5 per cent. over topjobs' closing price on that day and a premium of approximately 27.4 per cent. over the average of topjobs' closing price on NASDAQ for the thirty trading days preceding December 14, 2000.

Viscardi has received irrevocable undertakings from directors of topjobs and certain other shareholders of topjobs to accept the Offer, in respect of an aggregate of 6,216, 910 topjobs Securities, representing approximately 60.2 per cent. of topjobs' existing issued share capital. These irrevocable undertakings will cease to be binding in the event of a higher competing offer of $2.25 or more per topjobs Security being made within seven business days of the issue of the Offer Document, unless such higher competing offer is matched by Viscardi.

The directors of topjobs, who have been so advised by Granville Baird, consider the terms of the Offer to be fair and reasonable. In giving advice to the directors of topjobs, Granville Baird has taken into account the directors' commercial assessments. The directors of topjobs unanimously recommend all topjobs Shareholders to accept the Offer as they have themselves irrevocably undertaken to do, on the terms described above, in respect of their own beneficial holdings amounting to 5,871,910 topjobs Securities, representing 56.9 per cent. of topjobs' existing issued share capital.

In order to strengthen topjobs' financial position in the short-term, on December 7, 2000 topjobs borrowed US$2.0 million from Viscardi. That loan is secured and is repayable on June 8, 2001 (or earlier in certain circumstances). Further details of the terms of this loan will be provided in the Offer Document. topjobs is able to borrow up to a further US$1.5 million from Viscardi after the date of this announcement.

Viscardi will make the Offer as nominee for Scout24 AG (Scout24), a Swiss provider of business services through online marketplaces. Viscardi and Scout24 have previously made investments together in several companies. Following completion of the Offer, Scout24 will own all of the topjobs Securities acquired by Viscardi on its behalf under the Offer. In addition, Viscardi intends to seek the cancellation of the listing of the topjobs Securities on NASDAQ if the Offer becomes unconditional in all respects.

Friedrich-Wilhelm Gbel, chief executive officer of Viscardi, commented:

topjobs has a strong reputation for providing Internet based recruitment services to leading international customers for the online management of recruitment processes. We are very impressed with the management team of topjobs and are excited to help the company to realise its European expansion opportunities. Following completion of the transaction, Scout24, a company with whom we hold several joint investments, will own all of the shares in topjobs acquired by us on their behalf.

Christian Mangstl, chief executive officer of Scout24, also commented:

By adding topjobs to our network of diversified business service providers, topjobs will be able to benefit from the expertise and Europe-wide presence of Viscardi and the Scout24 network.

Victor Kaminski, chief executive officer of topjobs, said:

For some time we have been examining ways to secure funding for the continuation and development of topjobs. However, despite out best efforts, market conditions have prevented us from doing so. This offer allows shareholders to realise some value for their investment as well as enabling the continuation of topjobs. We look forward to working closely with Viscardi and the Scout24 Group and their management teams in the future.