Adecco SA Recommended Cash Offer For Delphi Group plc.LAUSANNE Lausanne (lōzän`), city (1990 pop. 117,600), capital of Vaud canton, W Switzerland, on the Lake of Geneva. An important rail junction and lake port (see Ouchy), it is the trade and commercial center of a rich agricultural region. , Switzerland--(BUSINESS WIRE)--Feb. 4, 1999--
THE OFFER
-- The boards of Adecco SA ("Adecco") and Delphi Group plc
("Delphi") announce a recommended cash offer for the entire
issued and to be issued share capital of Delphi not already owned
by the Adecco Group to be made by CSFB on behalf of a wholly
owned, United Kingdom indirect subsidiary of Adecco.
-- The Offer will be 550p in cash for each Delphi Share. In
addition, Delphi shareholders will, if the Offer becomes wholly
unconditional, receive a special interim dividend of 15.0p (net)
per Delphi Share. Delphi Shareholders will therefore receive 565p
per Delphi Share and on this basis the Offer, combined with the
special interim dividend, values the existing issued share
capital of Delphi at approximately (pound)167 million.
-- Under a Loan Note Alternative, Delphi Shareholders (other than
Delphi Shareholders who are US persons and certain other overseas
Delphi Shareholders) will be able to elect to receive loan notes
instead of some or all of the cash which they would otherwise
receive under the Offer (not including the special interim
dividend).
-- The Offer, combined with the special interim dividend, represents
a premium of approximately 50.7 per cent to the Closing Price of
375.0p per Delphi Share on 29 January 1999 (one business day
before the announcement by Delphi that it had received an
approach and was in discussions which might lead to a cash offer
being made for the entire share capital of the Company).
-- The Offer, combined with the special interim dividend, also
represents a multiple of 19.6 times Delphi's earnings per share
of 28.79p for the 52 weeks ended 31 December 1997.
-- Delphi also announces the proposed disposal of its stake in Decan
Groupe SA for cash consideration of approximately (pound)25.3
million to Metamor Worldwide, Inc.
-- Adecco believes that the acquisition of Delphi will enable Adecco
to strengthen its presence in the United Kingdom and Continental
Europe and provide a firm base for capturing the growth
opportunities in the IT staffing, training and consultancy sector
in the United Kingdom and in Continental Europe. The geographic
and business fit between Delphi's operations in Continental
Europe and those of Adecco's specialist IT services businesses of
Ajilon in the United States and Icon in Asia Pacific will broaden
Adecco's worldwide presence in this rapidly growing segment of
the personnel staffing market.
-- Adecco has received irrevocable undertakings to accept the Offer
from the directors of Delphi in respect of their entire
beneficial holdings of Delphi Shares, amounting in aggregate to
1,494,219 Delphi Shares, representing approximately 5.1 per cent
of Delphi's current issued share capital. Adecco now owns or
holds irrevocable undertakings in respect of 2,261,345 Delphi
Shares representing approximately 7.7 per cent of the total
issued share capital of Delphi.
-- Commenting on the Offer, John Bowmer, Chief Executive Officer of
Adecco, said:
"Joining forces with Delphi offers tremendous opportunities for
both our companies and our staff. Delphi is exceptionally well
positioned to become the nucleus of our rapidly expanding IT
business in Europe. The addition of Delphi to Adecco's IT
staffing and service business provides Adecco with the best
worldwide network in this fast growing sector with over
US$1 billion of sales worldwide and leading positions in the
United States, the United Kingdom and Australia."
-- Tony Reeves, Chief Executive Officer of Delphi, said:
"This Offer is highly attractive for Delphi's shareholders,
clients and staff. As a result we will become the leading
IT staffing and training provider across Europe, with an
excellent opportunity to grow the business further and faster,
with greater stability and resources. The Board therefore
believes that Adecco is an ideal owner for our Group. In return
our pre-eminent position in Europe, which will help Adecco
fulfil its goal of developing the world's leading independent
IT brand, has enabled us to achieve this sizeable premium for
our shareholders."
Adecco Adecco S.A. is the largest human resources company in the world, based in Glattbrugg, Switzerland. The company was formed in 1996 as a result of the merger of the French company Ecco and the Swiss Adia Interim, and currently has over 6600 offices in over 75 countries worldwide. is being advised by CSFB CSFB Credit Suisse First Boston CSFB Cyclically Shifted Filter Bank and Delphi is being advised by Close Brothers. This summary should be read in conjunction conjunction, in astronomy conjunction, in astronomy, alignment of two celestial bodies as seen from the earth. Conjunction of the moon and the planets is often determined by reference to the sun. with the full text of the following announcement. NOTES TO ANALYSTS: There will be a presentation today for analysts commencing at 10.45am for 11.00am at the Ironmonger ironmonger - [IBM] A hardware specialist (derogatory). Compare sandbender, polygon pusher. Hall, Shaftesbury Shaftes·bur·y , First Earl of Title of Anthony Ashley Cooper. 1621-1683. English politician. Originally a Royalist, he later opposed Charles II in the English Civil War and is considered the founder of the Whig Party. Place, The Barbican BARBICAN. An ancient word to signify a watch-tower. Barbicanage was money given for the support of a barbican. , London London, city, Canada London, city (1991 pop. 303,165), SE Ont., Canada, on the Thames River. The site was chosen in 1792 by Governor Simcoe to be the capital of Upper Canada, but York was made capital instead. London was settled in 1826. EC2Y 8AA. Enquiries: Adecco Tel: 0171 457 2345 John Bowmer Felix Weber Francois Vassard CSFB Tel: 0171 888 8888 Bertrand Facon Philip Remnant Malcolm Strang Gavin Anderson & Company Tel: 0171 457 2345 David Yates Charles Palmer Delphi Tel: 0171 440 2000 Tony Reeves Richard Pinder Close Brothers Tel: 0171 426 4000 Richard Grainger Tom Quigley Financial Dynamics Tel: 0171 831 3113 Giles Sanderson Victoria Springett The Offer will not be made, directly or indirectly, in or into Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of , Japan or Australia Australia (ôstrāl`yə), smallest continent, between the Indian and Pacific oceans. With the island state of Tasmania to the south, the continent makes up the Commonwealth of Australia, a federal parliamentary state (2005 est. pop. . The Loan Notes which may be issued pursuant to the Loan Note Alternative have not been, and will not be, listed on any stock exchange, have not been, and will not be, registered under the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. Securities Act of 1933, as amended a·mend v. a·mend·ed, a·mend·ing, a·mends v.tr. 1. To change for the better; improve: amended the earlier proposal so as to make it more comprehensive. 2. , or under the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person. The Loan Notes may not be offered, sold or delivered, directly or indirectly, in or into Canada, Australia or Japan. CSFB, which is regulated reg·u·late tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates 1. To control or direct according to rule, principle, or law. 2. by The Securities and Futures Authority Limited, is acting for the Adecco Group and no one else in connection with the Offer and will not be responsible to anyone other than the Adecco Group for providing the protections afforded to its customers or for providing advice in relation to the Offer. Close Brothers, which is regulated by The Securities and Futures Authority Limited, is acting for Delphi and no one else in connection with the Offer and will not be responsible to anyone other than Delphi for providing the protections afforded to its customers or for providing advice in relation to the Offer.
ADECCO SA
RECOMMENDED CASH OFFER
FOR
DELPHI GROUP PLC
INTRODUCTION
The boards of Adecco and Delphi announce a recommended cash offer
for the entire issued and to be issued share capital of Delphi not
already owned by the Adecco Group to be made by CSFB on behalf of a
wholly owned, indirect United Kingdom subsidiary of Adecco (the
"Offeror").
The Offer will be made on the following basis:
for each Delphi Share 550p in cash.
In addition, if the Offer becomes wholly unconditional, Delphi
Shareholders will be entitled to receive and retain a special interim
dividend of 15.0p (net) per Delphi Share declared today by the board
of Delphi and payable as set out below. In aggregate, therefore,
Delphi Shareholders will receive 565p per Delphi Share.
The Offer, combined with the special interim dividend, values the
existing issued share capital of Delphi at approximately (pound)167
million and on this basis represents a premium of approximately 50.7
per cent to the Closing Price of 375.0p per Delphi Share on 29 January
1999 (one business day before the announcement by Delphi that it had
received an approach and was in discussions which might lead to a cash
offer being made for the entire share capital of the Company). The
Offer, combined with the special interim dividend, represents a
multiple of 19.6 times Delphi's earnings per share of 28.79p for the
52 weeks ended 31 December 1997.
The Offer is initially being financed by the Offeror from an
acquisition finance facility arranged for the benefit of the Adecco
Group by Credit Suisse First Boston.
The Offer will be subject to the conditions and further terms set
out below and in Appendix I to this announcement and to be set out in
the Offer Document and accompanying form of acceptance.
The directors of Delphi, who have been so advised by Close
Brothers, consider the terms of the Offer to be fair and reasonable.
In providing advice to the directors of Delphi, Close Brothers has
taken into account the commercial assessments of the directors of
Delphi. Accordingly, the directors of Delphi will unanimously
recommend all Delphi shareholders to accept the Offer.
Adecco has received irrevocable undertakings to accept the Offer
from the directors of Delphi in respect of their entire beneficial
holdings of Delphi Shares, amounting in aggregate to 1,494,219 Delphi
Shares, representing approximately 5.1 per cent of Delphi's current
issued share capital. Adecco now owns or holds irrevocable
undertakings in respect of 2,261,345 Delphi Shares representing
approximately 7.7 per cent of the total issued share capital of
Delphi.
-- Commenting on the Offer, John Bowmer, Chief Executive Officer of
Adecco, said:
"Joining forces with Delphi offers tremendous opportunities for
both our companies and our staff. Delphi is exceptionally well
positioned to become the nucleus of our rapidly expanding IT
business in Europe. The addition of Delphi to Adecco's IT
staffing and service business provides Adecco with the best
worldwide network in this fast growing sector with over US$1
billion of sales worldwide and leading positions in the United
States, the United Kingdom and Australia."
-- Tony Reeves, Chief Executive Officer of Delphi, said:
"This Offer is highly attractive for Delphi's shareholders,
clients and staff. As a result we will become the leading IT
staffing and training provider across Europe, with an excellent
opportunity to grow the business further and faster, with
greater stability and resources. The Board therefore believes
that Adecco is an ideal owner for our Group. In return our
pre-eminent position in Europe, which will help Adecco fulfil
its goal of developing the world's leading independent IT
brand, has enabled us to achieve this sizeable premium for
our shareholders."
SPECIAL INTERIM DIVIDEND
If the Offer becomes wholly unconditional, Delphi will pay the
special interim dividend of 15.0p (net) per Delphi share:
(i) in respect of Delphi Shares in issue when the Offer becomes or is
declared unconditional in all respects, to Delphi Shareholders on
the register at the close of business on that date;
(ii) in respect of Delphi Shares issued or allotted after the Offer
becomes unconditional in all respects but before the Offer
closes, to Delphi shareholders to whom such Delphi Shares have
been issued or allotted; and
(iii) in respect of Delphi ordinary shares issued pursuant to the
exercise of options under the Delphi Share Option Schemes
after the Offer closes, to Delphi shareholders to whom such
Delphi ordinary shares have been issued.
The special interim dividend will generally be paid by the later
of 9 April 1999 and 14 days following the date on which the Offer
becomes or is declared unconditional in all respects. However, the
special interim dividend in respect of Delphi shares referred to in
paragraphs (ii) and (iii) above will be paid as soon as is reasonably
practicable after the relevant date of issue of the new Delphi shares.
If the Offer becomes wholly unconditional, no final dividend will
be declared by Delphi in respect of the year ended 31 December 1998.
FURTHER TERMS OF THE OFFER Delphi Shares will be acquired pursuant to the Offer fully paid and free from all liens, equitable interests An equitable interest is right in equity subject to satisfaction by an equitable remedy should the equitable interest suffer a harm. This concept only exists in the common law. , charges, encumbrances, rights of pre-emption PRE-EMPTION, intern. law. The right of preemption is the right of a nation to detain the merchandise of strangers passing through her territories or seas, in order to afford to her subjects the preference of purchase. 1 Chit. Com. Law, 103; 1 Bl. Com. 287. 2. and other interests of any nature whatsoever and together with all rights attaching thereto there·to adv. 1. To that, this, or it. 2. Archaic In addition to that; furthermore. thereto Adverb Formal 1. to that or it 2. at the date of the Offer and thereafter, including, without limitation, the right to receive and retain all dividends and other distributions declared de·clare v. de·clared, de·clar·ing, de·clares v.tr. 1. To make known formally or officially. See Synonyms at announce. 2. To state emphatically or authoritatively; affirm. 3. , made, paid or payable on that date or thereafter, other than cceptance whether as a result of the exercise of options under the Delphi Share Option Schemes or otherwise. THE LOAN NOTE ALTERNATIVE As an alternative to allOfferor, on the following basis:
for every (pound)1 of cash (pound)1 nominal of
consideration under the Offer Loan Notes.
nditional in all respects), payable semi-annually in arrear behind; backward; behindhand; in debt. See also: Arrear , at the rate per annum Per annum Yearly. of 0.5 per cent below sixunconditional in all respects up to (but excluding) 30 June June: see month. 1999. Loan Note holders will have the right to redeem redeem v. to buy back, as when an owner who had mortgaged his/her real property pays off the debt. The term also refers to paying the amount due and all charges after a foreclosure (due to failure to make payments when due) has begun. some or all of their Loan Notes on 31 December December: see month. 1999 and r. The payment of principal and interest in respect of the Loan Notes will be guaranteed by Adecco. of the Loan Notes would have been approximately ap·prox·i·mate adj. 1. Almost exact or correct: the approximate time of the accident. 2. 99.4p per (pound)1 nominal value Nominal Value The stated value of an issued security that remains fixed, as opposed to its market value, which fluctuates. Notes: When referring to fixed-income securities, the nominal value is also the face value. . No Loan Notes will bewho elect for the Loan Note Alternative will instead receive cash in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the terms of the Offer. The Loan Note Alternative will be conditional Subject to change; dependent upon or granted based on the occurrence of a future, uncertain event. A conditional payment is the payment of a debt or obligation contingent upon the performance of a certain specified act. on the Offer becoming or being declared unconditional HEIR, UNCONDITIONAL. A term used in the civil law, adopted by the Civil Code of Louisiana. Unconditional heirs are those who inherit without any reservation, or without making an inventory, whether their acceptance be express or tacit. Civ. Code of Lo. art. 878. UNCONDITIONAL. in all respects. The Loan Note Alternative will remain open for as long as the Offer remains open for acceptance unless closed in accordance with the previous paragraph. The Loan Note Alternative will not be made available, directly or indirectly, in or into the United States, Canada, Japan or Australia. Details of the terms and conditions of the Loan Notes will be set out in the Offer Document. INFORMATION RELATING TO relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc ADECCO Adecco is the largest personnel staffing services organisation in the world in terms of revenues, with over 3,000 offices in 50 countries. Adecco's services include providing temporary personnel services, placing permanent employees, outsourcing (1) Contracting with outside consultants, software houses or service bureaus to perform systems analysis, programming and datacenter operations. Contrast with insourcing. See netsourcing, ASP, SSP and facilities management. , providing IT services and training, testing temporary and permanent workers, and providing outplacement out·place·ment n. The process of facilitating a terminated employee's search for a new job by provision of professional services, such as counseling, paid for by the former employer. counselling services. Approximately 30 per cent of Adecco's revenues for 1998 derived de·rive v. de·rived, de·riv·ing, de·rives v.tr. 1. To obtain or receive from a source. 2. from North America North America, third largest continent (1990 est. pop. 365,000,000), c.9,400,000 sq mi (24,346,000 sq km), the northern of the two continents of the Western Hemisphere. , 41 per cent from France, 24 per cent from the rest of Europe Europe (y  r`əp), 6th largest continent, c.4,000,000 sq mi (10,360,000 sq km) including adjacent islands (1992 est. pop. 512,000,000). and the balance of
revenues from the rest of the world.Adecco seeks to be a leader in each of its sectors, and believes that in 1998 it was first (in terms of revenues) in five of its geographic geographic /geo·graph·ic/ (je?o-graf´ik) in pathology, of or referring to a pattern that is well demarcated, resembling outlines on a map. geographic pertaining to geography. sectors (France, Canada, Australia, Switzerland Switzerland (swĭt`sərlənd), Fr. Suisse, Ger. Schweiz, Ital. Svizzera, officially Swiss Confederation, federal republic (2005 est. pop. 7,489,000), 15,941 sq mi (41,287 sq km), central Europe. , and Spain Spain, Span. España (āspä`nyä), officially Kingdom of Spain, constitutional monarchy (2005 est. pop. 40,341,000), 194,884 sq mi (504,750 sq km), including the Balearic and Canary islands, SW Europe. ), second in the United Kingdom and the United States and third in Germany Germany (jûr`mənē), Ger. Deutschland, officially Federal Republic of Germany, republic (2005 est. pop. 82,431,000), 137,699 sq mi (356,733 sq km). . Adecco's staffing services are offered under the Adecco brand and under several premium speciality brands, including Accountants on Call, Lee Hecht Hecht , Ben 1894-1964. American writer of short stories, novels, such as Erik Dorn (1921), dramas, including The Front Page (1928), written with Charles MacArthur (1895-1956), and screenplays, such as Gunga Din (1938). Harrison Harrison, town (1990 pop. 13,425), Hudson co., NE N.J., an industrial suburb on the Passaic River opposite Newark; inc. 1869. The town has several foundries. Its manufactures include plastics, paperboard, and metal products. , and Ajilon and Icon icon [Gr. eikon=image], single image created as a focal point of religious veneration, especially a painted or carved portable object of the Orthodox Eastern faith. , Adecco's specialist IT services businesses. Adecco's client base is large and diverse, with no customer accounting for a significant portion of revenues. Adecco had group sales Group sales Block sale (of large amounts) of securities to institutional investors. group sales The distribution of a new security issue to institutional clients. and operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. (before amortisation Noun 1. amortisation - the reduction of the value of an asset by prorating its cost over a period of years amortization reduction, step-down, diminution, decrease - the act of decreasing or reducing something 2. of goodwill) for the year ended 31 December 1998 of CHF CHF In currencies, this is the abbreviation for the Swiss Franc. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. 15,308 million ((pound)6,599 million) and CHF 647 million ((pound)279 million) respectively against comparable sales and operating income of CHF 11,432 million ((pound)4,928 million) and CHF 480 million ((pound)207 million) respectively for the year ended 31 December 1997. Adecco's common stock is listed on the Swiss Exchange Swiss Exchange The major securities market of Switzerland. . The shares are also listed on the Paris and Frankfurt Stock Exchanges Frankfurt Stock Exchange The largest of Germany's eight securities exchanges, operated by Deutsche Borse AS. with American American, river, 30 mi (48 km) long, rising in N central Calif. in the Sierra Nevada and flowing SW into the Sacramento River at Sacramento. The discovery of gold at Sutter's Mill (see Sutter, John Augustus) along the river in 1848 led to the California gold rush of Depository The place where a deposit is placed and kept, e.g., a bank, savings and loan institution, credit union, or trust company. A place where something is deposited or stored as for safekeeping or convenience, e.g., a safety deposit box. Shares traded on the NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on National Market. As at the close of business on 3 February February: see month. 1999 (the last practicable practicable adj. when something can be done or performed. date prior to this announcement), Adecco had a market capitalisation Noun 1. market capitalisation - an estimation of the value of a business that is obtained by multiplying the number of shares outstanding by the current price of a share market capitalization of approximately CHF 11,482 million ((pound)4,950 million). The Offeror will be a company to be formed with unlimited liability which will be registered in England and Wales England and Wales are both constituent countries of the United Kingdom, that together share a single legal system: English law. Legislatively, England and Wales are treated as a single unit (see State (law)) for the conflict of laws. , and will be a wholly owned, indirect subsidiary of Adecco. It will not trade prior to the making of the Offer. INFORMATION RELATING TO DELPHI Delphi is a leading provider of human resources The fancy word for "people." The human resources department within an organization, years ago known as the "personnel department," manages the administrative aspects of the employees. related services such as recruitment recruitment /re·cruit·ment/ (re-krldbomact´ment) 1. the gradual increase to a maximum in a reflex when a stimulus of unaltered intensity is prolonged. 2. , training and consultancy to clients in the information technology industry. Its IT staffing business, operating under the Computer People, The Span Consultancy and cta international brands, provides permanent and contract staff to its clients as well as executive search and selection services. Its IT training business, operating as Interskill International, provides instructor led and computer based training and development services. Its IT solutions business, Alpine ALPINE Antihypertensive Treatment and Lipid Profile in a North of Sweden Efficacy Evaluation (drug trial) ALPINE Advanced Logistics Program Integration and Engineering Computer Systems, specialises in the design, integration and implementation of IT systems and software while also providing remote network management. Delphi operates principally in the United Kingdom, the United States, Switzerland, the Netherlands Netherlands (nĕth`ərləndz), Du. Nederland or Koninkrijk der Nederlanden, officially Kingdom of the Netherlands, constitutional monarchy (2005 est. pop. 16,407,000), 15,963 sq mi (41,344 sq km), NW Europe. , France and Germany. Approximately 62.6 per cent of Delphi's revenues for 1997 derived from the United Kingdom, approximately 30.8 per cent from the United States and approximately 6.6 per cent from Continental Europe Continental Europe, also referred to as mainland Europe or simply the Continent, is the continent of Europe, explicitly excluding European islands and, at times, peninsulas. . The average number of employees of Delphi (including directors) during the 52 weeks ended 31 December 1997 was 835 and the average number of consultants on assignment was 3,824. Delphi had sales and operating profits Operating profit (or loss) Revenue from a firm's regular activities less costs and expenses and before income deductions. operating profit See operating income. before exceptional items for the 52 weeks ended 31 December 1997 of (pound)276.9 million and (pound)15.6 million. In respect of the nine months ended 30 September September: see month. 1998, Delphi's unaudited results reported sales and operating profits before exceptional items of (pound)250.8 million and (pound)10.6 million respectively. The favourable trading conditions for the third quarter of 1998 have continued into the fourth quarter. Delphi expects to release its preliminary announcement of results for the year ended 31 December 1998 on 8 February 1999 and these will be included in the formal Offer Document which will be posted to Delphi Shareholders as soon as practicable. DISPOSAL OF DECAN In astrology, a decan is the subdivision of a sign. The concept of decans originated with the ancient Chaldeans when they divided the 360 degree circle of the heavens into 36 equal parts of 10 degrees each, and each part was ruled by a planet or other heavenly body in the Delphi is also announcing today the disposal of its 30.5 per cent stake in Decan, a provider of IT systems and services. Decan is listed on the Paris Stock Exchange and had a market capitalisation of approximately Euro 120.5 million ((pound)83.1 million) based on the closing bid price of Euro 40 per Decan share on 1 February 1999 (the day on which trading in Decan shares was suspended sus·pend v. sus·pend·ed, sus·pend·ing, sus·pends v.tr. 1. To bar for a period from a privilege, office, or position, usually as a punishment: suspend a student from school. following the announcement by Delphi that it was in advanced discussions regarding the divestment divestment to strip one's investment from an entity. of its stake in Decan). Delphi has agreed to sell its entire stake in Decan to Metamor Worldwide Inc. for cash consideration of approximately Euro 36.7 million ((pound)25.3 million), based on a price of Euro 40 per Decan share. For the year ended 31 December 1997, the profits attributable attributable emanating from or pertaining to attribute. attributable proportion see attributable risk (below). attributable risk to Delphi's investment in Decan amounted to (pound)0.5 million, and as at 30 June 1998 the net assets Net assets The difference between total assets on the one hand and current liabilities and noncapitalized long-term liabilities on the other hand. net assets See owners' equity. attributable to the investment in Decan were (pound)2.4 million. BACKGROUND TO AND REASONS FOR THE OFFER Adecco has a strong market position in the United Kingdom in the provision of personnel services to both the large customer and retail segments of the industry. It is also building strong positions in the specialist areas of banking and insurance staffing through its Jonathan Jonathan (jŏn`əthən) [short for Jehonathan, Heb.,=Yahweh has given]. 1 In the Bible, Saul's son and David's friend, both killed at the battle of Mt. Gilboa. David showed kindness to his son Mephibosheth. Wren wren, small, plump perching songbird of the family Troglodytidae. There are about 60 wren species, and all except one are restricted to the New World. The plumage is usually brown or reddish above and white, gray, or buff, often streaked, below. business, technical staffing through its Roevin business, and IT staffing through its subsidiaries Ajilon and Icon. It is Adecco's stated objective to expand its specialist staffing businesses significantly across all geographic markets. Adecco believes that the acquisition of Delphi will enable Adecco to strengthen its presence in the United Kingdom and Continental Europe and to provide a firm base for capturing the growth opportunities in the IT staffing, training and consultancy sector in the United Kingdom and in Continental Europe. The geographic and business fit between Delphi's operations in Continental Europe and those of Adecco's specialist IT services businesses of Ajilon in the United States and Icon in Asia Pacific will broaden Adecco's worldwide presence in this rapidly growing segment of the personnel staffing market. FINANCIAL EFFECTS OF ACCEPTANCE The following table shows, for illustrative il·lus·tra·tive adj. Acting or serving as an illustration. il·lus  tra·tive·ly adv.Adj. 1. purposes only, and on the bases, sources and assumptions set out in the notes below, the financial effects of acceptance on capital value and net income for a holder of 100 Delphi Shares, if the Offer becomes or is declared unconditional in all respects:
Cash
Offer
A. Increase in capital value
Consideration for 100 Delphi Shares(i) (pound)565
Market value of 100 Delphi Shares(ii) (pound)375
Increase in capital value (pound)190
This represents an increase of approximately 50.7%
B. Increase in net income
Net income(iii) (pound)19.62
Net dividend income on 100 Delphi Shares(iv) (pound)7.45
Increase in net income (pound)12.17
This represents an increase of approximately 163.4%
Notes:
(i) The consideration is based on the Offer price of 550p per
Delphi Share plus the special interim dividend of 15.0p (net)
per Delphi Share.
(ii) Based on the Closing Price of 375.0p per Delphi Share on 29
January 1999 (one business day before the announcement by
Delphi that it had received an approach and was in
discussions which might lead to a cash offer being made for
the entire share capital of the Company).
(iii) The net income from the cash consideration has been
calculated on the assumption that the cash is re-invested so
as to yield 4.34 per cent gross per annum, being the gross
redemption yield on the FTSE Actuaries Government Securities
Medium Coupon Fixed Interest Index for securities of 15 years
maturity as published in the Financial Times dated 3 February
1999, the business day prior to this announcement. This
income is shown net of 20 per cent tax.
(iv) The net dividend income from a Delphi Share is equal to the
sum of the interim net dividend of 2.65p per Delphi Share in
respect of the period ended 30 June 1998 and the final net
dividend of 4.8p per Delphi Share in respect of the 52 weeks
ended 31 December 1997, ignoring associated tax credits.
(v) No account has been taken of any potential liability to
taxation on accepting the Offer. The net income figures show
the after tax income of UK resident individuals liable to tax
at the basic or lower rate. The after tax position will be
different for other categories of taxpayer.
MANAGEMENT AND EMPLOYEES Adecco intends that the executive management of Delphi should play a key role in developing the IT staffing and services business of Adecco. To this end, upon the Offer becoming unconditional Tony Reeves will become CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. of Adecco's European European emanating from or pertaining to Europe. European bat lyssavirus see lyssavirus. European beech tree fagussylvaticus. European blastomycosis see cryptococcosis. IT staffing and training business, Richard Ri·chard , Joseph Henri Maurice Known as "Rocket." 1921-2000. Canadian hockey player. A right wing for the Montreal Canadiens (1942-1960), he led his team to eight Stanley Cup championships and was the first player to score 50 goals in a Pinder Pin´der n. 1. One who impounds; a poundkeeper. will become Adecco's European IT Staffing Director Finance and Control and Doug DOUG Dumb Old Utility Guy Woodward will become CEO of Adecco's UK IT Staffing business. Adecco confirms that, following implementation of the Offer, it will procure To cause something to happen; to find and obtain something or someone. Procure refers to commencing a proceeding; bringing about a result; persuading, inducing, or causing a person to do a particular act; obtaining possession or control over an item; or making a person that the existing employment rights, including pension rights, of all management and employees of Delphi will be fully safeguarded. DELPHI SHARE OPTION SCHEMES The Offer will extend to any Delphi Shares issued or unconditionally allotted al·lot tr.v. al·lot·ted, al·lot·ting, al·lots 1. To parcel out; distribute or apportion: allotting land to homesteaders; allot blame. 2. , pursuant to the exercise of options under the Delphi Share Option Schemes while the Offer remains open for acceptance or until such earlier date as, subject to the City Code, the Offeror may decide. Adecco has agreed, subject to the Offer becoming wholly unconditional, to make a cash payment to all holders of Options (to the extent that they do not exercise those options before the Offer closes) equal to the amount by which 565p exceeds the relevant exercise price for each Delphi Share in respect of which an Option has been granted. OFFER DOCUMENT The formal Offer Document will be posted to Delphi Shareholders shortly. GENERAL The availability of the Offer and of the Loan Note Alternative to persons outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe TO OBSERVE, civil law. To perform that which has been prescribed by some law or usage. Dig., 1, 3, 32. any applicable requirements. The Offer and the Loan Note Alternative will not be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality Instrumentality Notes issued by a federal agency whose obligations are guaranteed by the full-faith-and-credit of the government, even though the agency's responsibilities are not necessarily those of the US government. (including, without limitation, telephonically or electronically) of interstate in·ter·state adj. Involving, existing between, or connecting two or more states. n. One of a system of highways extending between the major cities of the 48 contiguous United States. Noun 1. or foreign commerce of, or through any facilities of a national securities exchange of Canada, Japan or Australia and the Offer will not be capable of acceptance by any such use, means, instrumentality or facility or from within Canada, Japan or Australia. Accordingly, except as required by applicable law, copies of this announcement are not being, and must not be, mailed, or otherwise forwarded, distributed or sent in, into or from Canada, Japan or Australia and persons receiving this announcement (including custodians
The Custodians is terminology in the Bahá'í Faith, which refers to nine Hands of the Cause assigned specifically to work at the Bahá'í World Centre in attendance to the Guardian of the Faith. , nominees and trustees) must not distribute or send it into or from Canada, Japan or Australia and doing so may render (1) To make visible; to draw. The term comes from the graphics world where a rendering is an artist's drawing of what a new structure would look like. In computer-aided design (CAD), a rendering is a particular view of a 3D model that has been converted into a realistic image. invalid Null; void; without force or effect; lacking in authority. For example, a will that has not been properly witnessed is invalid and unenforceable. INVALID. In a physical sense, it is that which is wanting force; in a figurative sense, it signifies that which has no effect. any purported pur·port·ed adj. Assumed to be such; supposed: the purported author of the story. pur·port ed·ly adv. acceptance of the Offer. In addition, the Loan Note Alternative will not
be made, directly or indirectly, in or into the United States.Adecco owns 767,126 Delphi Shares, representing approximately 2.6 per cent of Delphi's current issued share capital. Save as set out in this document, neither Adecco nor any of its directors nor, so far as Adecco is aware, any person acting in concert with Adecco, owns or controls any Delphi Shares, or has any options to acquire any Delphi Shares, or has entered into any derivative derivative: see calculus. derivative In mathematics, a fundamental concept of differential calculus representing the instantaneous rate of change of a function. referenced to securities of Delphi which remains outstanding. In the interests of secrecy secrecy see confidentiality. , Adecco has not made any enquiries in this respect of certain parties who may be deemed by the Panel to be acting in concert with Adecco for the purposes of the Offer. This announcement does not constitute an offer or an invitation to purchase any securities. The conditions and certain further terms of the Offer are set out in Appendix appendix, small, worm-shaped blind tube, about 3 in. (7.6 cm) long and 1-4 in. to 1 in. (.64–2.54 cm) thick, projecting from the cecum (part of the large intestine) on the right side of the lower abdominal cavity. I to this announcement. Appendix II contains the bases, sources and assumptions of information used in this announcement. Appendix III contains the definitions of certain terms used in this announcement. Enquiries: Adecco Tel: 0171 457 2345 John Bowmer Felix Weber Francois Vassard CSFB Tel: 0171 888 8888 Bertrand Facon Philip Remnant Malcolm Strang Gavin Anderson & Company Tel: 0171 457 2345 David Yates Charles Palmer Delphi Tel: 0171 440 2000 Tony Reeves Richard Pinder Close Brothers Tel: 0171 426 4000 Richard Grainger Tom Quigley Financial Dynamics Tel: 0171 831 3113 Giles Sanderson Victoria Springett The Offer will not be made, directly or indirectly, in or into Canada, Japan or Australia. The Loan Notes which may be issued pursuant to the Loan Note Alternative have not been, and will not be, listed on any stock exchange, have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US person. The Loan Notes may not be offered, sold or delivered, directly or indirectly, in or into Canada, Australia or Japan. CSFB, which is regulated by The Securities and Futures Authority Limited, is acting for the Adecco Group and no one else in connection with the Offer and will not be responsible to anyone other than the Adecco Group for providing the protections afforded to its customers or for providing advice in relation to the Offer. Close Brothers, which is regulated by The Securities and Futures Authority Limited, is acting for Delphi and no one else in connection with the Offer and will not be responsible to anyone other than Delphi for providing the protections afforded to its customers or for providing advice in relation to the Offer.
Appendix I
Conditions and Certain Further Terms of the Offer
The Offer will be subject to the following conditions and will
comply with the applicable rules of the City Code on Takeovers and
Mergers (the "Code"):
(a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than 3.00 p.m. on the first closing
date of the Offer (or such later time(s) and/or date(s) as the
Offeror may, with the consent of the Panel or in accordance
with the Code, decide) in respect of not less than 90 per cent
(or such lower percentage as the Offeror may decide) in nominal
value of the Delphi Shares to which the Offer relates, provided
that this condition shall not be satisfied unless the Offeror
(together with Adecco and any wholly-owned subsidiaries of
Adecco) shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, Delphi Shares carrying in
aggregate more than 50 per cent of the voting rights then
exercisable at general meetings of Delphi. For the purposes of
this condition:
(i) shares which have been unconditionally allotted but
not issued shall be deemed to carry the voting
rights they will carry upon being entered in the
register of members of Delphi;
(ii) the expression "Delphi Shares to which the Offer
relates" shall be construed in accordance with
sections 428 to 430F of the Companies Act; and
(iii) valid acceptances shall be treated as having been
received in respect of any Delphi Shares which the
Offeror or Adecco shall, pursuant to section 429(8)
of the Companies Act, be treated as having acquired
or contracted to acquire by virtue of acceptances of
the Offer.
(b) the Offeror having received, in terms satisfactory to the
Offeror, confirmation from the European Commission that the
proposed acquisition of Delphi by the Offeror and any matters
arising therefrom (the "Merger") fall within Article 6(1)(b) of
Council Regulation EEC No. 4064/89 (the "Regulation") and that,
in any event, there will not be a referral of the Merger to any
competent authority which is dealing with the Merger by the
European Commission pursuant to Article 9.3 of the Regulation;
(c) it being established to the reasonable satisfaction of the
Offeror that neither the proposed acquisition of Delphi by the
Offeror nor any matters arising therefrom or related thereto
will be referred to the Monopolies and Mergers Commission;
(d) all necessary filings having been made, all appropriate waiting
periods (including extensions thereof) under any applicable
legislation or regulations of any jurisdiction (including,
without limitation, the United States Hart-Scott-Rodino
Antitrust Improvements Act of 1976 and the regulations made
thereunder) having expired, lapsed or been terminated, in each
case in respect of the Offer and the acquisition of any shares
in, or control of, Delphi by the Offeror or Adecco and all
necessary statutory and regulatory obligations in connection
with the Offer in any jurisdiction having been complied with;
(e) except as disclosed in writing by or on behalf of Delphi to
Adecco or publicly announced by or on behalf of Delphi in any
such case prior to 4 February 1999, there being no provision of
any agreement, arrangement, licence, permit or other instrument
to which any member of the wider Delphi Group is a party or by
or to which any such member or any of its assets may be bound,
entitled or subject, which as a consequence of the Offer or the
acquisition or the proposed acquisition of any Delphi Shares or
because of a change in the control or management of Delphi, is
or might readily be expected to result in:
(i) any material moneys borrowed by or any other
material indebtedness (actual or contingent) of, or
material grant available to any such member, being
or becoming repayable or capable of being declared
repayable immediately or earlier than their or its
stated maturity date or repayment date or the
ability of any such member to borrow moneys or incur
any indebtedness being withdrawn or materially
inhibited or being capable of becoming or being
withdrawn or materially inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations
or interests of any such member thereunder being
terminated or modified or affected or any onerous
obligation or liability arising or any adverse
action being taken or arising thereunder where, in
each case, this would be material;
(iii) any material assets or interests of any such member
being or falling to be disposed of or charged or any
material right arising under which any such material
asset or interest could be required to be disposed
of or charged;
(iv) the creation or enforcement of any mortgage, charge
or other security interest over the whole or any
material part of the business, property or assets of
any such member, or any such security (whether
arising or having arisen) becoming enforceable in
each case where this would be material;
(v) the rights, liabilities, obligations or interests of
any such member in, or the business of any such
member with, any person, firm or body (or any
arrangement or arrangements relating to any such
interest or business) being terminated, modified or
affected where, in each case, this would be
material;
(vi) the value of the wider Delphi Group or its financial
or trading position or prospects being materially
prejudiced or materially adversely affected;
(vii) any such member ceasing to be able to carry on
business under any name under which it presently
does so in each case where this would be material;
or
(viii) the creation of liabilities for any member of the
wider Delphi Group other than in the ordinary course
of business in each case where this would be
material;
and no event having occurred which, under any provision of
any agreement, arrangement, licence, permit or other
instrument to which any member of the wider Delphi Group is a
party or by or to which any such member or any of its assets
may be bound, entitled or subject, could result in any of the
events or circumstances as are referred to in sub-paragraphs
(i) to (viii) of this paragraph (e);
(f) except as disclosed in writing by or on behalf of Delphi to
Adecco or publicly announced by or on behalf of Delphi in any
such case prior to 4 February 1999, no government or
governmental, quasi-governmental, supranational, statutory,
regulatory, environmental or investigative body, agency, court,
association, institution or any other body or person whatsoever
in any jurisdiction (each a "Third Party") having decided to
take, taken, instituted, implemented or threatened in writing
any action, proceeding, suit, investigation, enquiry or
reference, or enacted, made or proposed any statute,
regulation, decision or order, or taken any other steps which
would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or alter
the terms envisaged for any proposed divestiture by
any member of the wider Adecco Group or any member
of the wider Delphi Group of all or any material
portion of their respective businesses, assets or
property or impose any material limitation on the
ability of any of them to conduct their respective
businesses (or any of them) or to own any of their
respective assets or properties or any part thereof;
(ii) require, prevent or delay the divestiture by any
member of the wider Adecco Group of any shares or
other securities in Delphi;
(iii) impose any material limitation on, or result in a
significant delay in, the ability of any member of
the wider Adecco Group directly or indirectly to
acquire or to hold or to exercise effectively any
rights of ownership in respect of shares or loans or
securities convertible into shares or any other
securities (or the equivalent) in any member of the
wider Delphi Group (including for the avoidance of
doubt, the Delphi Shares) or the wider Adecco Group
or to exercise management control over any such
member;
(iv) otherwise materially adversely affect the business,
assets, profits or prospects of any member of the
Adecco Group or wider Delphi Group;
(v) make the Offer or its implementation or the
acquisition or proposed acquisition of any Delphi
Shares or other securities in, or control of, Delphi
by any member of the wider Adecco Group void,
illegal, and/or unenforceable under the laws of any
jurisdiction, or otherwise, materially directly or
indirectly, restrain, restrict, prohibit, delay or
impose additional material conditions or obligations
with respect thereto, or otherwise materially
challenge, hinder or interfere therewith;
(vi) require any member of the wider Adecco Group or the
wider Delphi Group to acquire or offer to acquire
any shares or other securities (or the equivalent)
in any member of the wider Delphi Group owned by any
third party;
(vii) impose any material limitation on the ability of any
member of the wider Delphi Group to co-ordinate its
respective business, or any part of it, with the
business of any other member; or
(viii) result in any member of the wider Delphi Group
ceasing to be able to carry on business under any
name under which it presently does so;
where in each case this would be material and all applicable
waiting and other time periods during which any such Third
Party could decide to take, take, institute, implement or
threaten any such material action, proceeding, suit,
investigation, enquiry or reference or any other step under
the laws of any jurisdiction in respect of the Offer having
expired, lapsed or been terminated;
(g) all necessary material filings or applications having been made
in connection with the Offer and all material statutory or
regulatory obligations in any jurisdiction having been complied
with, all appropriate waiting periods under any applicable
legislation or regulations of any jurisdiction having expired,
lapsed or terminated in each case in connection with the Offer
and the acquisition by any member of the wider Adecco Group of
any shares or other securities in, or control of, Delphi and
all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals
which in the reasonable opinion of the Offeror are necessary
and material for or in respect of the Offer or the proposed
acquisition of any Delphi Shares or other securities in, or
control of, Delphi by any member of the wider Adecco Group
having been obtained in terms and in a form reasonably
satisfactory to the Offeror (acting reasonably) from all
appropriate Third Parties or persons with whom any member of
the wider Delphi Group has entered into material contractual
arrangements and all such authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances,
permissions and approvals together with all material
authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals
which in the reasonable opinion of the Offeror are necessary
to carry on the business of any member of the wider Delphi
Group remaining in full force and effect and all filings
reasonably necessary for such purpose having been made and
there being no written notice of any intention to revoke or
not to renew any of the same at the time at which the Offer
becomes otherwise unconditional and all necessary material
statutory or regulatory obligations in any jurisdiction having
been complied with;
(h) except as disclosed in the annual report and accounts of Delphi
for the 52 weeks ended 31 December 1997, or in the interim
results of Delphi for the six months ended 30 June 1998, or
disclosed in writing to Adecco by or on behalf of Delphi prior
to 4 February1999, no member of the wider Delphi Group having,
since 31 December 1997:
(i) save for Delphi Shares issued pursuant to the
exercise of options granted under the Delphi Share
Option Schemes, issued or agreed to issue or
authorised or proposed the issue of additional
shares of any class;
(ii) save for the grant of options under the Delphi Share
Option Schemes, issued or agreed to issue,
authorised or proposed the issue of securities
convertible into shares of any class or rights,
warrants or options to subscribe for, or acquire,
any such shares or convertible securities or
redeemed, purchased or reduced any part of its share
capital;
(iii) save for the special interim dividend of 15.0p (net)
per Delphi Share declared by the directors of Delphi
in the announcement dated 4 February 1999,
recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend
or other distribution whether payable in cash or
otherwise other than to Delphi or a wholly owned
subsidiary of Delphi;
(iv) save for intra-Delphi Group transactions in the
ordinary course of business, merged or demerged with
any body corporate or acquired or disposed of or
transferred, mortgaged or charged or created any
security interest over any assets or any right,
title or interest in any asset (including shares and
trade investments) or authorised or proposed or
announced any intention to propose any merger,
demerger, acquisition or disposal, transfer,
mortgage, charge or security interest in each case;
(v) save as between Delphi and its wholly owned
subsidiaries, made or authorised or proposed or
announced an intention to propose any change in its
loan capital;
(vi) issued, authorised or proposed or announced an
intention to propose the issue of, any debentures or
become subject to any contingent liability or, save
for intra-Delphi Group transactions in the ordinary
course of business, incurred or increased any
indebtedness or contingent liability;
(vii) save for intra-Delphi Group transactions, purchased,
redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or
other securities or reduced or, save in respect to
the matters mentioned in sub-paragraph (i) above,
made any other change to any part of its share
capital;
(viii) implemented, or authorised, proposed or announced
its intention to implement, any reconstruction,
amalgamation, scheme or arrangement or entered into
or changed the terms of any contract with any
director or senior executive of the wider Delphi
Group otherwise than in the ordinary course of
business;
(ix) entered into or varied, or authorised or proposed
the entry into, or announced its intention to enter
into or vary, any contract, transaction or
commitment (whether in respect of capital
expenditure or otherwise) which is of a long term,
onerous or unusual nature or magnitude or which is
or could be restrictive on the businesses of any
member of the wider Delphi Group or the wider Adecco
Group or which involves or could involve an
obligation of such a nature or magnitude or which is
other than in the ordinary course of business;
(x) taken any corporate action or had any legal
proceedings started or threatened against it for its
winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or
any part of its assets or revenues or any analogous
proceedings in any jurisdiction or had any such
person appointed;
(xi) entered into any contract, transaction or
arrangement which would be restrictive on the
business of any member of the wider Delphi Group;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business;
(xiii) entered into any contract or agreement or passed any
resolution or made any offer (which remains open for
acceptance) with respect to, or announced any
intention to, or to propose to, effect any of the
transactions, matters or events referred to in this
condition; or
(xiv) made any alteration to its memorandum or articles of
association or other incorporation documents and,
for the purposes of paragraphs (iv), (vi) and (vii)
of this condition, the term "Delphi Group" shall
mean Delphi and its wholly-owned subsidiaries;
in the case only of sub-paragraphs (v) to (xiv), of
this paragraph (h), to an extent which would be
material;
(i) since 31 December 1997 and save as disclosed in the accounts
for the 52 weeks then ended, or in the interim results of
Delphi for the six months ended 30 June 1998, or publicly
announced in accordance with the Listing Rules by Delphi prior
to 4 February 1999 or as disclosed in writing to Adecco by or
on behalf of Delphi prior to 4 February 1999:
(i) no material adverse change or deterioration having
occurred in the business, financial or trading
position or profits or prospects of the wider Delphi
Group taken as a whole;
(ii) no material litigation, arbitration proceedings,
prosecution or other legal proceedings to which any
member of the wider Delphi Group is a party (whether
as a plaintiff, defendant or otherwise) and no
material investigation by any Third Party against or
in respect of any member of the wider Delphi Group
having been commenced, announced or threatened in
writing by or against or remaining outstanding in
respect of any member of the wider Delphi Group;
(iii) no member of the wider Delphi Group having become,
or admitted in writing to having become unable to
pay its debts or having stopped or suspended (or
threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying
on all or a substantial part of any business which
is material in the context of the Delphi Group as a
whole;
(iv) no material contingent or other liability having
arisen or become apparent to the Offeror which might
reasonably be expected materially and adversely to
affect any member of the wider Delphi Group taken as
a whole; and
(v) no steps having been taken which are likely to
result in the withdrawal, cancellation, termination
or material modification of any material licence
held by any member of the wider Delphi Group which
would be material;
(j) the Offeror not having discovered:
(i) that any financial or business information
concerning the wider Delphi Group as contained in
the information publicly disclosed at any time by or
on behalf of any member of the wider Delphi Group is
materially misleading, contains a material
misrepresentation of fact or omits to state a fact
necessary to make that information not materially
misleading which was not, if material in the context
of the Delphi Group taken as a whole, corrected by a
subsequent public announcement prior to the date of
this announcement; or
(ii) any fact or circumstance which materially and
adversely affects the import of any information
material to the Offer or the proposed acquisition of
Delphi shares disclosed at any time by or on behalf
of any member of the wider Delphi Group to Adecco.
For the purposes of these conditions the "wider Delphi Group" means Delphi and its subsidiary undertakings, associated undertakings and any other undertaking in which Delphi and/or and/or conj. Used to indicate that either or both of the items connected by it are involved. Usage Note: And/or is widely used in legal and business writing. such undertakings (aggregating their interests) have a significant interest and the "wider Adecco Group" means Adecco and its subsidiary undertakings, associated undertakings and any other undertaking in which Adecco and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking", "associated undertaking" and "undertaking" have the meanings given by the Companies Act 1985, other than paragraph 20(1)(b) of Schedule 4A to that Act which shall be excluded for this purpose, "significant interest" means a direct or indirect interest in ten per cent or more of the equity share capital (as defined in that Act) and "material" shall mean material in the context of the Delphi Group taken as a whole and in the context of the Offer. The Offeror reserves the right to waive To intentionally or voluntarily relinquish a known right or engage in conduct warranting an inference that a right has been surrendered. For example, an individual is said to waive the right to bring a tort action when he or she renounces the remedy provided by law for such , in whole or in part, all or any of the above conditions, except condition (a). The Offeror shall be under no obligation to waive or treat as fulfilled ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. any of conditions (b) to (j) inclusive (theory) inclusive - In domain theory, a predicate P : D -> Bool is inclusive iff For any chain C, a subset of D, and for all c in C, P(c) => P(lub C) In other words, if the predicate holds for all elements of an increasing sequence then it holds for their least upper by a date earlier than the latest date specified spec·i·fy tr.v. spec·i·fied, spec·i·fy·ing, spec·i·fies 1. To state explicitly or in detail: specified the amount needed. 2. To include in a specification. 3. below for the fulfilment ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. thereof notwithstanding that notwithstanding; although. See also: Notwithstanding the other conditions of the Offer may at such earlier date have been fulfilled or waived and that there are at such earlier date no circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or indicating that any of such conditions may not be capable of fulfilment. If the Offeror or Adecco is required by the Panel to make an offer for Delphi Shares under the provisions of Rule 9 of the Code, the Offeror may make such alterations to the above conditions of the Offer, including condition (a), as are necessary to comply with the provisions of that Rule. The Offer will lapse (language) LAPSE - A single assignment language for the Manchester dataflow machine. ["A Single Assignment Language for Data Flow Computing", J.R.W. Glauert, M.Sc Diss, Victoria U Manchester, 1978]. unless all the above conditions (other than condition (a)) have been fulfilled or (if capable of being waived) waived or, where appropriate, have been determined by the Offeror in its reasonable opinion to be or remain satisfied by no later than 3.00 p.m. on the day falling 21 days after the later of the first closing date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances or (in each case) such later date as the Panel may agree. The Offer will lapse (unless otherwise agreed with the Panel) if the proposed acquisition of Delphi by the Offeror is referred to the Monopolies and Mergers Commission and/or the European Commission European Commission, branch of the governing body of the European Union (EU) invested with executive and some legislative powers. Located in Brussels, Belgium, it was founded in 1967 when the three treaty organizations comprising what was then the European Community either initiates proceedings under Article 6(1)(c) of Counsel Regulation (EEC EEC: see European Economic Community. ) 4064/89 or makes a referral to a competent Possessing the necessary reasoning abilities or legal qualifications; qualified; capable; sufficient. A court is competent if it has been given jurisdiction, by statute or constitution, to hear particular types of lawsuits. authority of the United Kingdom under Article 9(1) of such Regulation, before 3.00 pm, in each case, on the later of the first closing date of the Offer and the date on which the Offer becomes or is declared unconditional as to acceptances. In any of these circumstances, the Offer will cease to be capable of further acceptance and persons accepting the Offer and the Offeror will cease to be bound by acceptances delivered on or before the date on which the Offer so lapses. The Offer and all contracts arising under it will be governed gov·ern v. gov·erned, gov·ern·ing, gov·erns v.tr. 1. To make and administer the public policy and affairs of; exercise sovereign authority in. 2. by English law The system of law that has developed in England from approximately 1066 to the present. The body of English law includes legislation, Common Law, and a host of other legal norms established by Parliament, the Crown, and the judiciary. .
Appendix II
Bases, Sources and Assumptions
Information Relating to Adecco and Delphi
Unless otherwise stated: (i) information relating to Adecco has
been extracted from the relevant audited financial statements of
Adecco contained in Adecco's annual accounts for the 52 weeks ended 31
December 1997 and Adecco's announcement of 1998 results; and (ii)
financial information relating to Delphi has been extracted from the
published audited report and accounts of Delphi for the 52 weeks ended
31 December 1997 and from the announcements of unaudited results for
the six months ended 30 June 1998 and the three months ended 30
September 1998, and the underlying financial information from which
those results were prepared.
Market Capitalisation and value of the Offer
The market capitalisation of Adecco as at 3 February 1999 has
been derived from Bloomberg. The market capitalisation of Decan as at
3 February 1999 has been derived from Bloomberg.
The value of the Offer for the whole of the issued share capital
of Delphi assumes 29.48 million Delphi Shares in issue.
Exchange Rates
For the purposes of this announcement, Swiss Franc amounts have
been converted into sterling at the rate of CHF 2.3197 to (pound)1 and
Euro amounts have been converted into sterling at the rate of Euro
1.4496 to (pound)1 (being the closing mid-point rates as published in
the Financial Times on 3 February 1999, the last practicable date
prior to this announcement).
Appendix III
Definitions
The following definitions apply throughout this document, unless
the context requires otherwise:
"Adecco" Adecco SA
"Adecco Group" Adecco and its subsidiary undertakings
"business day" a day on which banks are normally open
for business in London
"Close Brothers" Close Brothers Corporate Finance
Limited
"Closing Price" the closing middle market quotation of
the relevant share as derived from the
Official List of the London Stock
Exchange
"CHF" Swiss Francs, the lawful currency of
Switzerland
"Code" or "City Code" The City Code on Takeovers and Mergers
"Companies Act" the United Kingdom Companies Act 1985,
as amended
"CSFB" Credit Suisse First Boston (Europe)
Limited
"Decan" Decan Groupe SA
"Delphi" or the "Company" Delphi Group plc
"Delphi Group" Delphi and its subsidiary undertakings
"Delphi Shareholders" holders of Delphi Shares
"Delphi Share Option Schemes" the Computer People Group plc Executive
Share Option Scheme, the Computer
People US Incentive Stock Option Plan,
the Computer People plc 1995 Executive
Share Option Scheme and the Delphi
Group plc 1997 Executive Share Option
Scheme
"Delphi Shares" and "Delphi the existing unconditionally allotted
Share" shall be one such or issued and fully paid ordinary
share shares of 5p each in Delphi and any
further such shares which are
unconditionally allotted or issued and
fully paid or credited as fully paid on
or before the time and/or date at which
the Offer ceases to be open for
acceptance (or by such earlier time
and/or date as the Offeror may, with
the Panel's consent or in accordance
with the Code, decide)
"LIBOR" London Inter Bank Offered Rate
"Loan Notes" loan notes of the Offeror to be issued
pursuant to the Loan Note Alternative
"Loan Note Alternative" the alternative whereby Delphi
Shareholders (other than Delphi
Shareholders who are US persons and
certain other overseas Delphi
Shareholders) validly accepting the
Offer may elect to receive Loan Notes
instead of all or part of the cash
consideration to which they would
otherwise be entitled under the Offer
(not including the special interim
dividend)
"London Stock Exchange" London Stock Exchange Limited
"Offer" the offer to be made by CSFB on behalf
of the Offeror to acquire all of the
Delphi Shares not already owned by the
Adecco Group on the terms and subject
to the conditions to be set out in a
formal offer document and the form of
acceptance relating thereto and
including, where the context so
requires, any subsequent revision,
variation, extension or renewal of such
offer
"Offer Document" the document to be posted to Delphi
Shareholders on behalf of the
Offeror containing, inter alia, the
terms and conditions of the Offer, the
special interim dividend and the Loan
Note Alternative
"Offeror" the company, which will be registered
in England and Wales and will be a
wholly owned, indirect subsidiary of
Adecco, on whose behalf CSFB will make
the Offer
"Official List" the Official List of the London Stock
Exchange
"Panel" The Panel on Takeovers and Mergers
"Securities Act" the United States Securities Act of
1933, as amended
"United Kingdom" or "UK" the United Kingdom of Great Britain and
Northern Ireland
"United States" or "US" the United States of America, its
territories and possessions, any State
of the United States of America and the
District of Columbia
"(pound)" pounds sterling, the lawful currency of
the United Kingdom
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