[YAHOO! LOGO]
December 12, 2001
Dimitri Boylan
Chief Executive Officer
HotJobs.com Ltd.
Dear Mr. Boylan:
On behalf of Yahoo!, I am pleased to submit the enclosed offer to acquire
HotJobs. We are extremely impressed with the business you and your management
team have developed. We are particularly excited about how HotJobs complements
our businesses and our strategies for future growth by establishing deeper
relationships and delivering greater value for our consumers and business
partners in vertical markets.
We see recruitment as a valuable part of Yahoo!'s future growth strategy - it's
been one of the fastest industries to migrate online and is poised to grow
substantially over the next few years. We believe that the combination of
HotJobs and Yahoo! will create a powerful new force in the recruitment
marketplace.
Yahoo! is well positioned to help HotJobs capitalize on the future opportunities
in this market and to provide an exciting platform upon which HotJobs's
management and employees can build. Yahoo!'s broad reach, distribution, and
desire to commit significant resources to this opportunity, together with
HotJobs's experienced management team, large consumer base, diversified customer
base and well-trained sales force, would create a winning combination.
In short, the combination we propose is a logical text step for the
shareholders, customers and employees of both of our companies.
We believe a transaction between HotJobs and Yahoo! would provide demonstrably
superior value to your shareholders compared with the transaction with TMP. We
also believe that the combination of Yahoo! and HotJobs represents a uniquely
attractive opportunity to your management team and employees. To that end,
Yahoo! proposes to acquire all outstanding HotJobs common stock at a fixed
price of $10.50 per share of consideration consisting of equal parts cash and
stock. The proposed price represents a 23% premium over the average implied
price of the TMP transaction over the last 30 trading days, and a 6% premium
over the implied price today (based on TMP's closing price on December 12,
2001).
To effect the transaction, we would commence an exchange offer for all of
HotJobs's outstanding common stock followed by a merger at the same per share
price. Yahoo! would use its currently existing cash balances to finance the cash
portion of the consideration. We expect that the transaction could be
consummated within six to eight weeks of the execution of definitive transaction
documentation. Because the cash portion of the transaction would be financed
entirely through Yahoo!'s existing cash reserves, our offer would not be subject
to any financing contingency. We are prepared to begin discussions with you as
early as tomorrow.
WWW.YAHOO.COM 701 FIRST AVENUE * SUNNYVALE, CA 94089 * PHONE (408) 349-3300 *
FAX (408) 349-3301
Our proposal is clearly superior for your shareholders to the proposed
transaction involving TMP for the following reasons:
o Our proposal provides higher absolute value for each HotJobs share
o Our proposal provides value certainty
o Our proposal provides immediate liquidity
o Our proposal is not subject to significant regulatory risk
Additionally, paying equal parts cash and stock should permit the transaction to
be treated as a tax-free reorganization in most circumstances, thereby providing
tax-deferred treatment for the stock portion of the consideration. As is
customary, our proposal is subject to completion of a brief, confirmatory due
diligence review, the negotiation of definitive merger documentation, and the
termination of your merger agreement with TMP, in accordance with its terms.
As you know, it is necessary to communicate our proposal in this manner (i.e. in
letter form) because of the "no shop" provisions of your merger agreement with
TMP. However, we prefer to work collaboratively with you and your Board of
Directors to complete a negotiated transaction that helps HotJobs realize the
full potential of its franchise. We believe that time is of the essence, and are
prepared to move forward expeditiously by committing all necessary resources to
promptly complete a transaction. We have engaged Goldman, Sachs & Co. and
Skadden, Arps, Slate, Meagher & Flom LLP to advise us in this transaction. We
and our advisors are ready to meet with you and your advisors to discuss all
aspects of our offer, and to answer any questions you or they may have about our
offer. Although we have already completed a thorough due diligence review based
solely on publicly available information, we would like to commence confirmatory
due diligence as soon as possible and are ready to begin tomorrow. We are also
prepared to enter into a customary and reasonable confidentiality agreement no
less favorable to HotJobs than the one between HotJobs and TMP.
The Board of Yahoo! has unanimously approved this proposal, and has
unanimously authorized us to proceed. We aim to promptly conclude a
transaction that is enthusiastically supported by you and your Board of
Directors, shareholders and employees. We look forward to hearing from you.
Sincerely,
YAHOO! CEO
/s/ Jerry Semel
WWW.YAHOO.COM 701 FIRST AVENUE * SUNNYVALE, CA 94089 * PHONE (408) 349-3300 *
FAX (408) 349-3301
Offer Letter to Acquire HotJobs.com Ltd. - Yahoo! Inc. and HotJobs.com Ltd.
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