TMP Worldwide Inc. and HW Group Plc Announce Business Combination

Business Wire, Nov 24, 1999

NEW YORK--(BUSINESS WIRE)--Nov. 24, 1999--

Acquisition to Expand TMP's Worldwide Recruitment Business

The boards of TMP Worldwide Inc. and HW Group PLC announce the terms of the recommended acquisition of HW by TMP, to be effected by means of a scheme of arrangement under section 425 of the Companies Act. The Acquisition is conditional, inter alia, on it being treated as a `pooling of interests' for US GAAP.

Under the Scheme, holders of HW Shares will be offered new TMP Shares to the value of 130p for each HW Share held. The number of new TMP Shares to be issued for each HW Share will be derived from the average closing price of a TMP Share for the twenty NASDAQ trading days prior to the Final Court Hearing. The average closing price will be subject to a minimum of $58 per new TMP Share. The new TMP Shares will be listed on NASDAQ.

The Acquisition values the entire issued and to be issued share capital of HW at approximately (pound)35.8 million. The Acquisition Price of 130p for each HW Share represents a premium of approximately 65.6 per cent. over the middle market closing price of 78.5p per HW Share (as published in the Daily Official List) on 6 September 1999, the last business day before the announcement by HW that it had received approaches which may or may not lead to an offer being made for HW.

TMP is one of the world's largest recruitment advertising agencies and one of the United States' largest search and selection agencies. `monster.com', the flagship product of TMP's Internet business, is a leading global on-line recruitment network and has recently expanded into the United Kingdom with the launch of `monster.co.uk'. In addition, TMP is the largest yellow pages advertising agency in the United States.

HW Group is a specialist professional recruitment consultancy group with well established branding in the financial and legal markets and a presence in executive, information technology and international recruitment disciplines. HW Group currently has 355 employees operating from 17 offices throughout the United Kingdom and Ireland. In addition, HW Group has recently commenced operations in Australia.

Andrew McKelvey, Chairman of TMP Worldwide Inc., said: "I am happy to welcome HW Group and all its employees into the TMP Group. Through HW Group we can expand `monster.co.uk' in the United Kingdom and continue the worldwide development of our recruitment businesses."

Richard Mead, Chairman of HW Group PLC, said: "We believe that by joining with TMP we are offering our shareholders the opportunity to roll over their investments in HW into one of the world's leading recruitment businesses. We are impressed by TMP's business and we see HW Group as a good fit with TMP, both by geography and by activity."

Andrew Banks, Chief Executive Officer of TMP's worldwide executive resourcing business, said: "We see HW Group as an integral part of our European and global resourcing business. Its strength in financial and other specialist areas of recruitment, together with its expertise in executive contracting, will complement our existing operations, providing synergies and an infrastructure for growth."

Graham Palfery-Smith, Chief Executive of HW Group PLC, said: "We believe that this deal represents an exciting opportunity for our shareholders, our customers and our staff. By joining with TMP we will help establish `monster.com' as the European leader in Internet based resourcing solutions, a position TMP already holds in the United States. We see TMP as a company that has a clear strategy focused upon the Internet and we look forward to being a part of this strategy."

Special Note

The above statements include forward-looking statements based on current management expectations. Factors that could cause future results to differ from these expectations include: risks associated with acquisitions, competition and seasonality. Additional factors are described in the company's reports filed with the Securities and Exchange Commission.

About TMP Worldwide

Founded in 1967, TMP Worldwide, now with more than 6,600 employees in 25 countries, is the on-line recruitment leader, the world's largest recruitment advertising agency network, and one of the world's largest search and selection agencies. TMP Worldwide, headquartered in New York, is also the world's largest yellow page advertising agency and a provider of direct marketing services. The company's clients include more than 80 of the Fortune 100 and more than 400 of the Fortune 500 companies.

Monster.com (www.monster.com), the flagship product of the Interactive Division of TMP Worldwide, is the leading, global on-line network for careers, connecting the most progressive companies with the most qualified career-minded individuals. Monster.com is committed to leading the market by offering innovative technology and superior services that give consumers and businesses more control over the recruiting process. The Monster.com network currently consists of websites in the United States, Canada, the United Kingdom, the Netherlands, Australia, Belgium, France, Singapore and New Zealand. More information about Monster.com is available at www.monster.com or by calling 1-800-MONSTER.