placeholder
Stuart Gentle Publisher at Onrec

TMP Worldwide to Spin Off eResourcing and Executive Search Units.

To create a new and totally separate, publicly traded company.

TMP Worldwide Inc. has announced plans to spin off its eResourcing and Executive Search business units to create a new and totally separate, publicly traded company.

TMP Worldwide will remain a stand-alone corporate entity comprised of Monster, Monstermoving, Advertising & Communications and Directional Marketing. The spin-off is subject to a number of customary conditions, such as receipt of an opinion that the spin-off will be tax-free for federal income tax purposes and the effectiveness of the registration statement relating to the shares of the new company. The company expects the transaction to be completed in the first quarter of 2003.

TMP''s Board of Directors and senior management team determined after careful consideration that breaking out eResourcing and Executive Search into a separate company, managed by experienced staffing and executive search professionals, was critical to the future growth and prosperity of its staffing and search units, as well as Monster and its other business units.

By splitting into two separate companies, TMP believes each enterprise will be better positioned to focus on its core businesses and competencies, and thus compete more effectively in their respective markets. We believe that the spin-off of eResourcing and Executive Search will enable us to unlock the value of Monster as well as the business and profitability potential of this new staffing and search entity, said Andrew J. McKelvey, Chairman and Chief Executive Officer of TMP Worldwide. While a number of clients do use the services of two or more TMP business units, the buying decision-makers for TMP''s products are all distinctly different people within our clients'' organizations.

This natural teaming of our business units into two separate companies will better align our resources around our clients and enable these enterprises to more effectively leverage their respective assets and maximize value for their customers. This separation also eliminates the perceived conflict-of-interest between the staffing industry and our Monster and interactive offerings, providing new opportunities for Monster within the staffing industry. Michael Sileck, Chief Financial Officer of TMP Worldwide, added, As a result of this spin-off, the organizational structure, assets, debt and liabilities of the two companies will be more clearly defined and transparent.

We''re convinced the spin-off also will allow the market to assign a more appropriate stand-alone valuation to each company and allow for their respective performance to be compared against that of their peer companies. New Company to Offer Full Spectrum of Staffing and Search Services The new company formed by TMP''s eResourcing and Executive Search units will focus on its strength of delivering value to its customer base through traditional executive search, staffing and talent assessment solutions. Leveraging the combination of these units in a single company will define a new breed of staffing and search enterprise - one that is able to deliver a full spectrum of recruitment, staffing and assessment services.

The new company will be led by industry veteran Jon Chait, who will draw upon his more than 10 years of experience directing publicly held, international recruitment and staffing companies, as chief executive officer. Mr. Chait has served in numerous leadership positions within the staffing industry, including as chief executive officer of Spring plc, one of the United Kingdom''s largest IT staffing providers, and as chief financial officer and managing director of international operations for Manpower Inc.

In addition, a separate board of directors will be established for the new staffing and search enterprise, and no TMP officers or directors will hold any seat on the board of the new company. A distribution of the new company''s shares is planned for the first quarter of 2003 and it is anticipated its shares will trade on Nasdaq under a separate ticker symbol. The stock distribution ratio is yet to be determined. Morgan Stanley is acting as financial advisor to TMP in connection with the spin-off transaction. Fulbright & Jaworski LLP and Baker McKenzie are acting as legal advisors to the company.

TMP Names New COO TMP Worldwide will continue to focus on the online recruitment solutions business, powered by the strength of Monster, the online recruitment leader. TMP also will continue to build on the synergies between Monster, Monstermoving, and the company''s Directional Marketing and Advertising & Communications business units to expand TMP''s breadth of innovative, highly effective solutions for its customers.

In a move to further enhance TMP Worldwide''s senior management team, the company named the former president of CIGNA HealthCare, William M. Pastore, to the position of chief operating officer. He will be responsible for overseeing the operations of TMP Worldwide and will report directly to Mr. McKelvey. Previously, Mr. Pastore had full operational responsibility for CIGNA Healthcare, the largest component of CIGNA Corporation.

Here, he directed all aspects of the business including operations, sales, marketing, technology and customer service. Prior to CIGNA, Mr. Pastore spent nearly 25 years with Citibank, N.A., where he held numerous senior operating roles, culminating as Division Executive for their National Services organization supporting 475 branches across the U.S. Affirms Adjusted Diluted EPS Guidance for Q3 Separately, TMP announced today that preliminary results for the third quarter ended September 30, 2002 are consistent with prior guidance of approximately $0.14 in adjusted diluted earnings per share.

Diluted earnings per share have been adjusted to exclude the after-tax effects of merger and integration costs and the business reorganization and other special charges. In accordance with its normal reporting practice, TMP expects to release third quarter financial results for the period ended September 30, 2002 on Wednesday, November 6, 2002, after the close of market.