AGREEMENT AND PLAN OF MERGER among RANDSTAD NORTH AMERICA, L.P. a Delaware limited partnership; COSMO DELAWARE ACQUISITION CORP. a Delaware corporation; and; SFN GROUP, INC. a Delaware corporation; dated as of July 20, 2011Merger Agreement • August 1st, 2011 • Randstad North America, L.P. • Services-help supply services • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of July 20, 2011, by and among SFN Group, Inc., a Delaware corporation (the “Company”), Randstad North America, L.P., a Delaware limited partnership (“Parent”), and Cosmo Delaware Acquisition Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
GUARANTEE OF RANDSTAD HOLDING NVGuarantee • August 1st, 2011 • Randstad North America, L.P. • Services-help supply services • Delaware
GUARANTEE, dated as of July 20, 2011 (this “Guarantee”), by RANDSTAD HOLDING NV (the “Guarantor”), in favor of SFN Group, Inc., a Delaware corporation (the “Company”).
AMENDMENT AGREEMENT DATED July 21, 2010 BETWEEN RANDSTAD HOLDING N.V. AND ING BANK N.V. as Agent relating to a Multicurrency Senior Term, Bridge and Revolving Credit Facilities Agreement dated 18 April 2008 for, among others, Randstad Holding N.V....Amendment Agreement • August 1st, 2011 • Randstad North America, L.P. • Services-help supply services
RANDSTAD HOLDING N.V. (as the Company) THE ORIGINAL BORROWERS THE ORIGINAL GUARANTORS ABN AMRO BANK N.V. AND ING BANK N.V. (as Joint Book Running Arrangers) ABN AMRO BANK N.V., BNP PARIBAS, COMMERZBANK AKTIENGESELLSCHAFT, COÖPERATIEVE CENTRALE...Multicurrency Senior Term, Bridge and Revolving Credit Facilities Agreement • August 1st, 2011 • Randstad North America, L.P. • Services-help supply services
OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of SFN GROUP, INC. at $14.00 Per Share by COSMO DELAWARE ACQUISITION CORP. a wholly-owned subsidiary of RANDSTAD NORTH AMERICA, L.P.Offer to Purchase • August 1st, 2011 • Randstad North America, L.P. • Services-help supply services
The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read this Offer of Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery carefully and in their entirety. Parent and the Purchaser have included cross-references in this summary term sheet to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below.
