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SFN Group To Be Acquired By Randstad

Stocks in this article: RAND SFN

FORT LAUDERDALE, Fla., July 20, 2011 /PRNewswire/ -- SFN Group, Inc. (NYSE: SFN), a leading strategic workforce solutions company, today announced it has entered into a definitive agreement to be acquired by Randstad Holding nv (Euronext Amsterdam: RAND.AS) for $14.00 per common share through a cash tender offer, which values the Company's equity at approximately $770 million.  This represents a premium of 53% over SFN Group's closing share price on July 19, 2011 and a 49% premium over SFN Group's volume weighted average closing share price over the 30 days ended July 19, 2011.

The transaction, which is subject to customary closing conditions, including regulatory approvals and the tender of greater than 50% of SFN Group's outstanding shares, has been unanimously approved by the Board of Directors of SFN Group.  The transaction is not subject to a financing contingency and will be financed through borrowings under Randstad's existing credit lines.  The transaction is expected to close late in the third quarter of 2011.  Further transaction details are included in Randstad's transaction related announcement made today and in the documents we file with the Securities and Exchange Commission (the "SEC") as they become available.

Randstad, based in The Netherlands, is a leading global provider of HR services.

SFN Group president and CEO, Roy G. Krause, commented, "This transaction creates immediate shareholder value.  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."      

Foros is acting as financial advisor and Jones Day is acting as legal advisor to SFN Group.

INVITATION TO ANALYST CONFERENCE CALL

Management of SFN Group and Randstad will host an analyst conference call on July 21, 2011 at 8:00 a.m. Eastern time to discuss information contained in the release. The call may be accessed in one of the following ways:

Via the Telephone:

Please dial +1 718 354 1226 ( USA); +44(0)208 817 9301 ( United Kingdom) or +31 (0) 20 7965 213 ( Netherlands).

The access code: 5308602

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