{"id":43482,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/offer-letter-to-acquire-hotjobs-com-ltd-yahoo-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"offer-letter-to-acquire-hotjobs-com-ltd-yahoo-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/offer-letter-to-acquire-hotjobs-com-ltd-yahoo-inc-and.html","title":{"rendered":"Offer Letter to Acquire HotJobs.com Ltd. &#8211; Yahoo! Inc. and HotJobs.com Ltd."},"content":{"rendered":"<pre>\n\n[YAHOO! LOGO]\n                                                                            \n\nDecember 12, 2001\n\nDimitri Boylan\nChief Executive Officer\nHotJobs.com Ltd.\n\nDear Mr. Boylan:\n\nOn behalf of Yahoo!, I am pleased to submit the enclosed offer to acquire\nHotJobs. We are extremely impressed with the business you and your management\nteam have developed. We are particularly excited about how HotJobs complements\nour businesses and our strategies for future growth by establishing deeper\nrelationships and delivering greater value for our consumers and business\npartners in vertical markets.\n\nWe see recruitment as a valuable part of Yahoo!'s future growth strategy - it's\nbeen one of the fastest industries to migrate online and is poised to grow\nsubstantially over the next few years. We believe that the combination of\nHotJobs and Yahoo! will create a powerful new force in the recruitment\nmarketplace.\n\nYahoo! is well positioned to help HotJobs capitalize on the future opportunities\nin this market and to provide an exciting platform upon which HotJobs's\nmanagement and employees can build. Yahoo!'s broad reach, distribution, and\ndesire to commit significant resources to this opportunity, together with\nHotJobs's experienced management team, large consumer base, diversified customer\nbase and well-trained sales force, would create a winning combination.\n\nIn short, the combination we propose is a logical text step for the\nshareholders, customers and employees of both of our companies.\n\nWe believe a transaction between HotJobs and Yahoo! would provide demonstrably\nsuperior value to your shareholders compared with the transaction with TMP. We\nalso believe that the combination of Yahoo! and HotJobs represents a uniquely\nattractive opportunity to your management team and employees. To that end,\nYahoo! proposes to acquire all outstanding HotJobs common stock at a fixed\nprice of $10.50 per share of consideration consisting of equal parts cash and\nstock. The proposed price represents a 23% premium over the average implied\nprice of the TMP transaction over the last 30 trading days, and a 6% premium\nover the implied price today (based on TMP's closing price on December 12,\n2001).\n\nTo effect the transaction, we would commence an exchange offer for all of\nHotJobs's outstanding common stock followed by a merger at the same per share\nprice. Yahoo! would use its currently existing cash balances to finance the cash\nportion of the consideration. We expect that the transaction could be\nconsummated within six to eight weeks of the execution of definitive transaction\ndocumentation. Because the cash portion of the transaction would be financed\nentirely through Yahoo!'s existing cash reserves, our offer would not be subject\nto any financing contingency. We are prepared to begin discussions with you as\nearly as tomorrow.\n\n\nWWW.YAHOO.COM  701 FIRST AVENUE * SUNNYVALE, CA 94089 * PHONE (408) 349-3300 * \nFAX (408) 349-3301\n\n\n\n\n\nOur proposal is clearly superior for your shareholders to the proposed\ntransaction involving TMP for the following reasons:\n\n        o  Our proposal provides higher absolute value for each HotJobs share \n        o  Our proposal provides value certainty \n        o  Our proposal provides immediate liquidity \n        o  Our proposal is not subject to significant regulatory risk\n\nAdditionally, paying equal parts cash and stock should permit the transaction to\nbe treated as a tax-free reorganization in most circumstances, thereby providing\ntax-deferred treatment for the stock portion of the consideration. As is\ncustomary, our proposal is subject to completion of a brief, confirmatory due\ndiligence review, the negotiation of definitive merger documentation, and the\ntermination of your merger agreement with TMP, in accordance with its terms.\n\nAs you know, it is necessary to communicate our proposal in this manner (i.e. in\nletter form) because of the \"no shop\" provisions of your merger agreement with\nTMP. However, we prefer to work collaboratively with you and your Board of\nDirectors to complete a negotiated transaction that helps HotJobs realize the\nfull potential of its franchise. We believe that time is of the essence, and are\nprepared to move forward expeditiously by committing all necessary resources to\npromptly complete a transaction. We have engaged Goldman, Sachs &amp; Co. and\nSkadden, Arps, Slate, Meagher &amp; Flom LLP to advise us in this transaction. We\nand our advisors are ready to meet with you and your advisors to discuss all\naspects of our offer, and to answer any questions you or they may have about our\noffer. Although we have already completed a thorough due diligence review based\nsolely on publicly available information, we would like to commence confirmatory\ndue diligence as soon as possible and are ready to begin tomorrow. We are also\nprepared to enter into a customary and reasonable confidentiality agreement no\nless favorable to HotJobs than the one between HotJobs and TMP.\n\nThe Board of Yahoo! has unanimously approved this proposal, and has\nunanimously authorized us to proceed.  We aim to promptly conclude a\ntransaction that is enthusiastically supported by you and your Board of\nDirectors, shareholders and employees.  We look forward to hearing from you.\n\nSincerely,\n\nYAHOO! CEO\n\n\/s\/ Jerry Semel\n\n\n\n\nWWW.YAHOO.COM  701 FIRST AVENUE * SUNNYVALE, CA 94089 * PHONE (408) 349-3300 * \nFAX (408) 349-3301\n\n\n                                     \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9377],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9626],"class_list":["post-43482","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-yahoo-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__merger"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43482","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43482"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43482"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43482"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43482"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}