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Randstad to buy SFN; Deal draws scrutiny from lawyers
By Palm Beach Business.com
FORT LAUDERDALE — Netherlands-based human resources firm Randstad Holding is buying job placement company SFN Group Inc. of Fort Lauderdale for $770 million in cash, or $14 a share, the company announced Wednesday.
The deal, however, has drawn the scrutiny of at least 13 law firms that are investigating whether the dollars offered represent a fair return to investors. They cite the fact that SFN shares traded as high as $14 in April and that an analyst set a target price of $17 a share for the firm as evidence that SFN could have gotten a better price for the company.
“We are investigating the fairness of the proposed transaction to SFN Group shareholders, whether the shareholders are being underpaid for their stock, and whether SFN Group’s board of directors acted in the shareholders’ best interests,” said Dallas attorney Willie Briscoe, who’s firm is working with Powers Taylor LLP to investigate the deal. “Based on these and other factors, we do not believe that the acquisition price is fair, and our anticipated lawsuit will seek to obtain the highest share price for all shareholders.”
News of the deal pushed Spherion shares up $4.71 a share, or 51 percent, to close at $13.93 Thursday.
The two companies in a press release announcing the deal said the offer represents a 53 percent premium over SFN's closing share price on July 19, and a 49 percent premium over SFN's volume weighted average closing share price over the 30 days through July 19.
The transaction is expected to close late in the third quarter. While the boards of both companies have OK’d the deal, it still faces a vote by shareholders, plus the usual array of regulatory approvals.
"This transaction creates immediate shareholder value,” SFN president and CEO, Roy G. Krause said. “The executive management and I are confident that the combination of our two companies is a strong strategic fit that will not only deliver expanded service offerings for our clients in North America, but also creates opportunities to service them on a global basis. Both companies have complementary cultures and values which will provide growth opportunities for our staff associates."
