(Adds comments from Monster, Randstad)
By Michael Flaherty
NEW YORK, Sept 30 MediaNews Group Inc, one of
the largest U.S. newspaper companies, said on Friday it plans to
nominate seven directors to replace the board of Monster
Worldwide Inc, stepping up a battle against the proposed
sale of the online jobs site.
The fight presents a unique case whereby a private company
is proposing to overthrow a public company's entire board
through a proxy fight, a move more often associated with
activist hedge funds.
Monster, based in Weston, Massachusetts, agreed in August to
a $429 million acquisition offer from Dutch staffing group
Randstad. The all-cash offer from Randstad, the
world's second-largest staffing company, is part of its effort
to expand into the United States and into online recruiting.
Ten days after the announcement of that deal, MediaNews said
it had bought an 11.6 percent stake in Monster and that it
opposed the Randstad acquisition.
MediaNews repeated its concerns about the deal on Friday.
"We have significant concerns about the flawed and
unorganized sale process that led to the current deal with
Randstad," MediaNews said on Friday.
Monster Chief Executive Officer Tim Yates said in a
statement that MediaNews Group is trying to derail the Randstad
deal and take control of the company without paying a premium.
Monster's board recommends that shareholders tender their
shares to Randstad, "which provides stockholders immediate and
certain value," Yates said.
MediaNews, whose 67 daily newspapers include the San Jose
(California) Mercury News and the Lowell (Massachusetts) Sun,
nominated seven directors, including Daniel Dienst, former chief
executive of Martha Stewart Omnimedia, who MediaNews said it
would install as Monster's CEO if its proposed slate of
Monster's annual meeting has already been held, so MediaNews
is launching a consent solicitation, meaning it needs to get the
support of more than 50 percent of Monster's outstanding
shareholders before it can proceed with a special vote for its
MediaNews said in August that Monster should remain
independent and boost its share price through cost cuts, the
sale of assets and by adjusting its strategy.
Monster has called the MediaNews case against the Randstad
offer "flawed and uninformed."
Last week, Randstad extended the deadline for its offer to
"Randstad has full confidence in its proposed transaction to
acquire Monster Worldwide, Inc," the company said on Friday. "We
believe our terms deliver substantial and certain value for MWW
(Reporting by Michael Flaherty; Editing by Bernadette Baum and