MPS Group Agrees to Settle Shareholder Class Action Lawsuits
05 Janeiro 2010 - 11:45AM
Business Wire
MPS Group, Inc. (NYSE:MPS), a leading provider of specialty
staffing, consulting and business solutions, today announced that
it and the other named defendants have entered into a memorandum of
understanding with plaintiff’s counsel regarding the settlement of
two putative class action lawsuits filed in response to the
announcement of the proposed merger of MPS Group with Adecco Inc.,
a Delaware corporation, and Jaguar Acquisition Corp., a Florida
corporation and wholly owned subsidiary of Adecco.
Under the terms of the memorandum, MPS Group, the other named
defendants and the plaintiffs have agreed to settle the lawsuits,
subject to court approval. If the court approves the settlement
contemplated in the memorandum, the lawsuits will be dismissed with
prejudice. MPS Group and the other defendants deny all of the
allegations in the lawsuits and believe that the existing
disclosures regarding the proposed merger are appropriate under the
law. Nevertheless, MPS Group and the other defendants have agreed
to settle the putative class action lawsuits in order to avoid
costly litigation and reduce the risk of any delay to the closing
of the merger.
Pursuant to the terms of the memorandum, MPS Group has agreed to
provide additional information to its shareholders through a
publicly available filing, in order to supplement the proxy
statement previously provided to shareholders in connection with
the special shareholders meeting concerning the proposed merger.
This additional information, which should be read in conjunction
with the proxy statement, is set forth in a current report on Form
8-K that MPS Group has filed with the Securities and Exchange
Commission (the “SEC”).
In return for the additional disclosures contained in the
current report on Form 8-K, the plaintiffs in both actions have
agreed to the dismissal of their respective actions and to a stay
of the proceedings, subject to the execution and approval of a
final settlement agreement. In addition, the Company has agreed to
the payment of the legal fees and expenses of plaintiffs’ counsel,
in an amount to be negotiated by the parties. This payment will not
affect the amount of merger consideration to be paid in the
merger.
About MPS Group
MPS Group is a leading provider of staffing, consulting, and
solutions in the disciplines of information technology, finance and
accounting, law, engineering, marketing and creative, property, and
healthcare. MPS Group delivers its services to businesses and
government entities in the United States, Europe, Canada,
Australia, and Asia. A Fortune 1000 company with headquarters in
Jacksonville, Florida, MPS Group trades on the New York Stock
Exchange. For more information about MPS Group, please visit
www.mpsgroup.com.
Additional Information and Where to Find It
In connection with the proposed merger, MPS Group has filed a
proxy statement with the SEC. Investors are urged to read the proxy
statement because it contains important information about the
merger as well as other documents filed by MPS Group at the SEC’s
Internet site, www.sec.gov. These documents can also be obtained
for free from MPS Group’s Investor Relations web site
(www.mpsgroup.com) or by calling 904-360-2500.
MPS Group and its directors, executive officers and other
members of management and employees may be deemed to be
participants in the solicitation of proxies from its stockholders
in connection with the proposed merger. Information regarding MPS
Group’s directors and executive officers is available in MPS
Group’s proxy statement dated April 20, 2009, filed with the
SEC. Additional information regarding the interests of participants
of MPS Group is included in the proxy statement filed with the SEC
in connection with the merger.
Forward-Looking Statements
This press release contains forward-looking statements that are
subject to certain risks, uncertainties or assumptions described
above and may be affected by other factors, including, but not
limited to: fluctuations in the economies and financial markets in
the U.S. and foreign countries where we do business and in MPS
Group’s industry segments in particular; industry trends toward
consolidating vendor lists; the demand for MPS Group’s services,
including the impact of changes in utilization rates; consolidation
or bankruptcy of major customers; the effect of competition,
including MPS Group’s ability to expand into new markets and to
remain profitable or maintain profit margins in the face of pricing
pressures; MPS Group’s ability to retain significant existing
customers or obtain new customers; MPS Group’s ability to recruit,
place and retain consultants and professional employees; MPS
Group’s ability to identify and complete acquisition targets and to
successfully integrate acquired operations into MPS Group; possible
changes in governmental laws and regulations affecting MPS Group’s
operations, including possible changes to laws and regulations
relating to benefits for consultants and temporary personnel, and
possible increased regulation of the employer-employee
relationship; employment-related claims, costs, and other
litigation matters; adjustments during periodic tax audits;
litigation relating to prior and current transactions and
activities; claims and liabilities asserted for the acts or
omissions of our temporary employees; fluctuations in interest
rates or foreign currency exchange rates; loss of key employees;
fluctuations in the price of MPS Group’s common stock due to actual
or anticipated changes in quarterly operating results, financial
estimates, statements by securities analysts, and other events; and
other factors discussed in MPS Group’s filings with the Securities
and Exchange Commission. In some cases, you can identify
forward-looking statements by terminology such as: “will,” “may,”
“should,” “could,” “expects,” “intends,” “plans,” “hopes,”
“indicates,” “projects,” “can,” “anticipates,” “perhaps,”
“probably,” “believes,” “estimates,” “appears,” “predicts,”
“potential,” “continues,” “would,” or “become,” or other comparable
terminology or the negative of these terms or other comparable
terminology. Readers are urged to review and consider the
matters discussed in “Item 1A. Risk Factors” of MPS Group’s Form
10-K for the year ended December 31, 2008 and discussion of
risks or uncertainties in subsequent filings with the SEC.
Should one or more of these risks, uncertainties or other
factors materialize, or should underlying assumptions prove
incorrect, actual results, performance or achievements of MPS Group
may vary materially from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Forward-looking statements are based on beliefs
and assumptions of MPS Group’s management and on information then
currently available to management. Undue reliance should not be
placed on such forward-looking statements. Forward-looking
statements are not guarantees of performance. Such forward-looking
statements were prepared by MPS Group based upon information
available at the time of such statements. Forward-looking
statements speak only as of the date they are made, and MPS Group
undertakes no obligation to update publicly any of them in light of
new information or future events.
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