Yahoo! and HotJobs.com have entered into a definitive agreement with respect to Yahoo!ís acquisition of HotJobs for a fixed value of $10.50 per share.
Under the terms of the definitive agreement, Yahoo! will acquire HotJobs for a total equity value of approximately $436 million, in equal parts cash and stock (subject to increasing the cash component in certain circumstances). To effect the transaction, Yahoo! will commence an exchange offer for all of HotJobsís outstanding common stock and utilize its existing cash balance to finance the cash portion of the consideration.
ìTogether, Yahoo! and HotJobs will form a powerful new force in the recruitment marketplace and be a valuable source for employers, recruiters and job seekers worldwide,î said Terry Semel, chairman and CEO, Yahoo! Inc. ìHotJobs bolsters our Listings offering by instantly positioning Yahoo! as the number two player in the online recruiting segment, which we believe to be one of the fastest growing opportunities within online classifieds.î
Semel continued, ìThe acquisition of HotJobs is consistent with our strategy of building a diversified global business by developing deeper relationships and more valuable solutions in key verticals for our consumers and business partners. We expect HotJobs to drive additional revenue for Yahoo! through listing and subscription fees from employers and recruiters. We look forward to working with the HotJobs team to maximize the recruiting opportunity.î
Dimitri Boylan, chief executive officer of HotJobs, said, ìWe are very pleased to be joining Yahoo!. We believe this transaction presents great value for our stockholders and is a great opportunity for our employees, customers and jobseekers. We also thank TMP for their interest in the company.î
HotJobs also announced that it has terminated its merger agreement with TMP Worldwide and has paid TMP a termination fee of $15 million plus $2 million of expenses.
The $1 billion online careers advertising or classifieds business is expected to grow up to 35% annually, reaching between $2 billion and $4 billion by 2005, according to estimates by Forrester Research. The complementary strengths of the two companies will position the combination to take advantage of the growing opportunity. The combined offering will provide a high-quality recruitment resource, focusing on Fortune 1000 companies and leading staffing agencies. Yahoo! brings its broad reach of 218 million consumers and subset of 80 million active registered users, along with the ability to integrate a strong online recruitment offering across the network. HotJobs provides a diversified customer base of over 7,000 employers and recruiters, the number one job board in the U.S. based on reach, and a database of more than five million resumes that augments Yahoo! Careersí nearly two million resumes.
Yahoo! expects the transaction to be consummated in the first quarter of 2002.
The transaction is subject to certain conditions, including there being validly tendered (and not withdrawn) at least a majority of HotJobs.comís outstanding shares on a fully-diluted basis, expiration or termination of the Hart-Scott-Rodino waiting period, registration and listing of the Yahoo! shares to be issued, and other customary conditions contained in the merger agreement. HotJobs.com founder Richard Johnson entered into a Stockholder Agreement pursuant to which he has agreed to tender his shares into Yahoo!ís offer. Goldman, Sachs & Co. served as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisor to Yahoo! on this transaction. Lazard Freres & Co. served as financial advisor and Wachtell, Lipton, Rosen & Katz served as legal advisor to HotJobs on this transaction.
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