Jacksonville, FL (January 5, 2010) – 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.