Adecco makes a recommended cash offer to acquire jobpilot

Cheserex / Bad Homburg, 6th February 2002. Adecco SA (Swiss Stock Exchange - ADEN/ trading on Virt-x: 1213860), the world's leading provider of personnel services, today announced that it is making a recommended cash offer to acquire all of the issued and outstanding share capital of jobpilot AG (Frankfurt Neuer Markt: WKN 514 170, Ticker: JOA). The acquisition of jobpilot will create a leading European online staffing, recruiting and service company by combining jobpilot's internet platform with the branch network of Adecco.

Adecco has agreed to make a tender offer subject to key figures in the jobpilot audited financials for 2001 not deviating from the preliminary results by more than a defined margin. The agreed offer price will be EUR 5.30 per jobpilot share, payable on closing of the acquisition, which values jobpilot at approximately EUR 70 million on an equity basis.

jobpilot's Board of Management and the Supervisory Board have unanimously approved the offer and are recommending to jobpilot's shareholders that they should accept the offer. jobpilot's three largest shareholders, Dr. Roland Metzger (the company's founder and Chief Executive Officer), United Internet AG and Private Equity Bridge Finance, have each agreed to sell their shares to Adecco, which in aggregate account for approximately 69% of jobpilot's outstanding share capital. The transaction is expected to close in April 2002. The offer is conditional upon reaching a minimum of 75% acceptances and upon receipt of appropriate regulatory approvals.

Founded in 1995, jobpilot is a leading online recruitment company with online operations in 14 European countries. Bernard Morel, President of the Adecco's Career Services and E-Recruitment Division, states: Adecco shares jobpilot's commitment to providing clients with a competitive advantage by employing dynamic, cost effective, and results driven recruitment solutions, while maintaining high levels of service. In the year to 31 December 2001, jobpilot reported preliminary sales of EUR 45.2 million, an increase of 35% compared to 2000.

The acquisition brings together Adecco - the global staffing industry leader with close to 6,000 offices in 58 countries placing over 700,000 temporary workers per day and nearly 100,000 people in permanent jobs per year with 250,000 clients - and jobpilot, one of the most comprehensive and innovative full service e-Recruitment providers on the web. This is a perfect strategic fit for us, comments Bernard Morel. The Adecco Group has a long standing commitment to innovation in e-Recruitment, witnessed by our significant investment in technology initiatives in the last three years and the refocusing of our group structure last year to reflect the strategic importance of this business line. Our strategy combines integrating the web into existing businesses and developing successful new web based businesses - making our vision of 'business on a browser' closer to realisation. jobpilot represents an excellent nucleus for our e-Recruitment business, which we see as a strategic priority for Adecco. The combination of Adecco and jobpilot is expected to generate significant synergies in terms of incremental revenues through cross-selling and potential cost savings through combined infrastructure investments and shared international location.

Dr. Roland Metzger will continue to play an active role in the combined company and will remain CEO of jobpilot. We are delighted to welcome Roland Metzger and the jobpilot team to the Adecco family, continues Bernard Morel. Roland is an inspirational pioneer in this area and his unrivalled expertise will be invaluable in maintaining our leading edge in this exciting sector.

Dr. Roland Metzger, CEO and founder of jobpilot: Having built jobpilot into one of the leading European online recruiting companies we are delighted about the additional potential that an integration of the jobpilot business into the Adecco Group provides. We are looking forward to being an important cornerstone of Adecco's recruitment business and we are convinced that the combination of jobpilot's online leadership and Adecco's unmatched offline capabilities will create the undisputed leader of online recruitment in Europe.

Credit Suisse First Boston acted as financial advisor to Adecco. J.P. Morgan acted as financial advisor to jobpilot.