- Filing of certain prospectuses and communications in connection with business combination transactions (425)
13 March 2010 - 6:49AM
Edgar (US Regulatory)
Filed by COMSYS IT Partners, Inc. pursuant to
Rule 425 under the Securities Act of 1933, as amended,
and deemed filed pursuant to Rules 14a-12 and 14d-9
under the Securities Exchange Act of 1934, as amended
Subject Company: COMSYS IT Partners, Inc.
Registration No. 333-165182
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TO:
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COMSYS Employees Who Hold Restricted Stock or Stock Options
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FROM:
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Larry Enterline
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DATE:
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March 12, 2010
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RE:
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Questions and Answers about the Manpower Exchange Offer
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As previously announced, COMSYS has entered into a merger agreement with Manpower and its
wholly-owned subsidiary, Taurus Merger Sub, under which Manpower, through its subsidiary, is making
an exchange offer to acquire all of the outstanding shares of COMSYS common stock in exchange for
either $17.65 in cash or $17.65 in fair market value of Manpower common stock for each share of
COMSYS common stock duly tendered and accepted for purchase in the exchange offer.
By now, you have probably received one or more mailings that include Manpowers Prospectus for
the exchange offer dated March 4, 2010, a Letter of Election and Transmittal to be used to tender
shares in the exchange offer, and a letter from me to all COMSYS stockholders dated March 4, 2010
to which is attached the Schedule 14D-9 of COMSYS that discusses our boards recommendation to
COMSYS stockholders that they accept Manpowers offer and tender their shares.
Those documents
contain important information about the exchange offer that you should carefully review before
deciding whether to tender your shares.
They also contain information about how to tender your
shares, and provide the address and telephone numbers for Georgeson, Inc., which has been appointed
by Manpower as the Information Agent for the exchange offer and which may be contacted for general
information about the exchange offer.
This document has been prepared to provide more specific information for COMSYS employees who
hold COMSYS restricted shares or options to purchase COMSYS common stock that have been issued
under the various equity participation plans of COMSYS and its predecessors. Should you have
additional questions that are not answered in this document, or if you have not yet received the
mailing referenced above, please call Darren Dixon at the Phoenix Service Center at (480)777-6720.
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Q:
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I have received in the mail two or more sets of the Prospectus, Letter
of Election and Transmittal and Schedule 14D-9. Do I need to send in
all of the Letters of Election and Transmittal that I received?
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A:
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If you have received two or more sets of the exchange offer materials,
it is probably because you have more than one account in which your
shares are held. For example, there may be slight differences in how
your name or address appear on the stock records that have resulted in
there being more than one account for example, you may have one
account in the name Ken R. Bramlett, Jr. and another account in the
name Ken Bramlett. Also, you may own some of your shares directly
and others through one or more brokerage accounts.
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You may send in to the Exchange Agent separate Letters of Election and
Transmittal (the blue booklet) for each account, or you may combine
all of your shares and send them to the Exchange Agent with a single
Letter of Election and Transmittal, provided you indicate on the form
the total number of shares being tendered and send the certificates
for all of your certificated shares (and appropriate instructions for
all uncertificated shares, such as those held in a brokerage account).
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Q:
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Theres a label on page 2 of the Letter of Election and Transmittal
(the blue booklet) that has my name on it but a number of shares in
the top right corner that is not the number of shares that I own.
Whats the discrepancy?
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A:
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If the number in the top right corner of the label is less than the
number of shares you think you own, then the discrepancy may be due to
the fact that you have one or more other accounts that hold the
remaining shares. If an account is with your broker, youll need to
get in touch with your broker to arrange to have those shares
tendered.
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If the number in the top right corner of the label is less than the
number of shares you think you own, then the discrepancy may be due to
the fact that the number includes restricted shares that have been
awarded to you but that have not yet vested. See the questions and
answers below about unvested restricted shares.
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If you want to make sure you are tendering all of your shares of
COMSYS common stock, you shouldnt depend on the number shown on the
label(s) you receive. Double check your own records, including your
statements from your stock broker. COMSYSs transfer agent, which
generated the labels, will not know about shares that you own in
street name through your broker.
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Q:
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I have shares of COMSYS common stock that are now vested, or that were
acquired by me upon exercise of stock options, but the certificates
still bear a legend restricting their transfer. Can I tender those
shares in the exchange offer? Do I have to get the legends removed
before I tender them?
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A:
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You may tender vested shares or shares that you acquired upon exercise
of stock options even though the certificates still have a legend
restricting transfer that was placed on the certificates when they
were issued to you, and you
do not
have to get the legends removed
before you tender them. COMSYS will instruct its transfer agent and
advise Manpowers exchange agent that such a legend will not prevent
transfer of your shares to Manpower or its subsidiary in the exchange
offer.
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Q:
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I have been awarded restricted shares of COMSYS common stock that will
not vest until some time after the expiration date of the exchange
offer. Is there any way I can tender them in the exchange offer?
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A:
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No, the exchange offer does not apply to unvested restricted shares.
However, if the exchange offer is successful, the merger agreement
provides that COMSYS and the Manpower subsidiary will be merged as
soon as practicable thereafter, and at the time of that merger each
outstanding award of restricted shares that has not yet vested will be
converted into a replacement award of a lump-sum cash payment, payable
only upon satisfaction of the applicable vesting conditions, in an
amount equal to the number of shares under the restricted stock award
immediately prior to the merger multiplied by $17.65.
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Q:
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I have been awarded restricted shares of COMSYS common stock that are
currently unvested but that, under the particular terms of my
agreement with COMSYS or the board resolutions granting my award, will
automatically vest upon a change of control of COMSYS, even if my
employment has not been terminated. Since a change of control will
occur when Manpower purchases COMSYS shares tendered in the exchange
offer (because, in order to do so, it must acquire at least of
majority of the outstanding COMSYS common stock), my shares will then
vest. Is there any way I can tender them in the exchange offer?
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A:
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Yes. The merger agreement specifically contemplates that currently
unvested restricted shares that automatically vest upon a change of
control may be tendered and purchased in the exchange offer. The
terms of the offer set forth in Manpowers Prospectus also provide
that Manpower will make special arrangements with COMSYS regarding the
delivery of those shares, since they will be held by COMSYS until the
time that they vest. If you are one of the employees whose shares
will vest automatically at that time, Darren Dixon at the Phoenix
Service Center will be in touch with you shortly to discuss the
special arrangements made by COMSYS and Manpower regarding those
shares.
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Q:
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I hold employee stock options that have not yet been exercised but are
fully vested and are in the money for purposes of the exchange offer
(that is, they have an exercise price that is less than $17.65 per
share). What are my opportunities to realize the value of those stock
options in connection with the exchange offer?
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A:
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While you cannot tender the stock options themselves in the exchange
offer, you have two alternative opportunities to realize their value:
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As one alternative, you may exercise the option, pay the exercise
price for the shares (either in cash for the full number of shares or
in a cashless exercise for a reduced number of shares), provide for
any applicable withholding of taxes, and tender the shares that are
issued to you upon exercise of the option just as you would tender any
other shares of COMSYS common stock that you own.
If you choose this
alternative, you should begin the process immediately so that the
shares can be issued to you well before the expiration of the exchange
offer.
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As another alternative, you can wait until the exchange offer has been
successfully completed and the second-step merger of COMSYS with the
Manpower subsidiary occurs. At the effective time of the merger,
under the terms of the merger agreement, each of your in-the-money
stock options will be cancelled in exchange for a cash lump-sum
payment equal to (a) the number of shares covered by the option
multiplied by (b) the amount by which $17.65 exceeds the option price
(less any required withholding of taxes).
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In considering those alternatives, you should take into account the following factors, among others:
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(1) If you exercise your options and then tender the underlying shares, you will have the
opportunity to elect either the cash consideration or the Manpower stock consideration, but
even if you elect the cash consideration you may be required to take some Manpower stock
consideration if the cash consideration is oversubscribed;
(2) If you wait until the merger to receive the cash value of your options, you will
receive only cash, but it will take longer for you to receive the cash perhaps a few days
if the merger can be effected a few days after the exchange offer is completed, but possibly a
matter of months if a stockholder vote is required for the merger because Manpower is unable
to acquire at least 90% of the outstanding COMSYS shares in the exchange offer and through
exercise of its top-up option described in the Prospectus. It is even theoretically
possible, but believed by COMSYS to be highly unlikely, that the exchange offer could be
successfully completed but the merger deferred indefinitely pending the resolution of
regulatory issues that are not now anticipated.
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Q:
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I hold employee stock options that have not yet been exercised but are
fully vested, but they are out of the money for purposes of the
exchange offer (that is, they have an exercise price that is greater
than $17.65 per share). What happens to them in the exchange offer?
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A:
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There is no opportunity to realize any value for out of the money
stock options in the exchange offer, but the merger agreement provides
that prior to the effective time of the second-step merger, COMSYS may
offer the holders of certain out-of-the-money employee stock options
a payment of up to $100 per holder in consideration of cancellation of
those options. Terry Bell will be contacting each of those holders
shortly about the process for such payment and cancellation.
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AGAIN, PLEASE CALL DARREN DIXON AT (480)777-6720 AT THE PHOENIX SERVICE CENTER IF YOU HAVE ANY
OTHER QUESTIONS REGARDING YOUR RESTRICTED SHARES OR STOCK OPTIONS, OR IF YOU NEED ADDITIONAL COPIES
OF THE PROSPECTUS, LETTER OF ELECTION AND TRANSMITTAL, OR SCHEDULE 14D-9.
Those documents, as well
as Manpowers other filings containing information about COMSYS and Manpower, are also available
without charge, at the SECs website (www.sec.gov).
-4-
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