The major objective in this Public-to-Private (Delist) LBO

proposal is to implement a strategic restructuring initiative and

business plan strategy through an institutional leveraged buyout

for the world’s largest online employment services company

through divestitures, core streaming, and the optimization of

product and service quality enhancements for long-run

improvements in the stabilization of increased positive cash flow

management, in sustained high levels of profitability, and the

maximization of shareholder value.

Leveraged Buyout

Acquisition Plan

Proposal

Submitted to

Mr. Patterson “Pat”

Waldenheimat,

Chairman and CEO

of

Msverde Capital

Assets LLC

1

Table of Contents

LEVERAGED BUYOUT PROPOSAL TRIGGER: ORGANIZATION PRESS RELEASE .......................................... 3

A. EXECUTIVE SUMMARY AND FINANCIAL REQUEST: ........................................................................................ 3

1. EXECUTIVE SUMMARY: LEVERAGED BUYOUT (LBO) INITIATIVE ......................................................................... 3 Pre-LBO Strategic Objectives Recap: ..................................................................................................................................... 5

Objective I: Mission Statement: ............................................................................................................................................ 5 Objective II: LBO Target Search and Screening Process and Criteria: ................................................................................ 6

LBO Rollout Plan: Scheduling and Deadlines: .............................................................................................................. 6 LBO Primary Law Firm: ......................................................................................................................................................... 6 LBO Primary Financial Advising Firm:.................................................................................................................................. 6

1.1 The Company ................................................................................................................................................. 6

1.2 Operations ...................................................................................................................................................... 7

1.3 Risk and Opportunities: .................................................................................................................................. 7

2. FINANCING REQUEST:............................................................................................................................................. 7

2.1 Structure of the Deal ...................................................................................................................................... 7 Negotiation Strategy (determining synergy): ........................................................................................................................... 8 Form of Acquisition: ................................................................................................................................................................ 9 Form of Payment: Capital Structure – Multiple Tranches ..................................................................................................... 9 Tax Considerations: ................................................................................................................................................................. 9 Accounting Considerations and Requirements: ...................................................................................................................... 9 Acquisition Vehicle: ............................................................................................................................................................... 10 Post-Closing Organization: .................................................................................................................................................... 10 Legal Form of Selling Entity: ................................................................................................................................................ 10

2.2 Sources and Uses of Funds at Closing: ........................................................................................................ 10

B. THE COMPANY: .................................................................................................................................................... 10

1. INDUSTRY: ............................................................................................................................................................ 10

1.1 Markets ........................................................................................................................................................ 11

1.2 Market Trends .............................................................................................................................................. 12

1.3 Competition: ................................................................................................................................................. 15

2. PRODUCTS: ........................................................................................................................................................... 15

3.1 Product Mix: ................................................................................................................................................ 15

3. MANAGEMENT: ..................................................................................................................................................... 15

5.1 Monster Worldwide Organizational Chart: ................................................................................................... 15

5.2 Executives Resumes: .................................................................................................................................... 16

4. DESCRIPTION OF ASSETS: ..................................................................................................................................... 17

7.1 Account Receivables: .................................................................................................................................... 17

7.2 Inventories: .................................................................................................................................................. 17

7.3 Machine and Equipment: ............................................................................................................................. 17

7.4 Land and Buildings: ..................................................................................................................................... 17

5. LIABILITIES: ......................................................................................................................................................... 17

6. PRESENT MARKET VALUE OF THE COMPANY: ...................................................................................................... 17

9.1 Capitalization of Monster Worldwide, Inc.: .................................................................................................. 18

9.2 Total Consideration: ..................................................................................................................................... 18

9.3 Total Purchase Price/Enterprise Value: ....................................................................................................... 18

2

Net Purchase Price: .................................................................................................................................................. 18

C. FINANCIAL REVIEW: .......................................................................................................................................... 18

1. HISTORICAL FINANCIAL STATEMENTS: SEE EXHIBIT 4 FOR FINANCIAL HIGHLIGHTS.......................................... 18

3 – 5 Years, Audited or Reviewed: ............................................................................................................................. 18

2. FORECASTED FINANCIAL PERFORMANCE: ............................................................................................................ 18

1.1 Assumptions: ................................................................................................................................................ 19

REFERENCES ................................................................................................................................................................. 20

EXHIBITS ........................................................................................................................................................................ 22

3

Leveraged Buyout Proposal Trigger: Organization Press Release

After experiencing a 59% decline ($16.84 to $6.94) in the value of its stock price one year ago on March

1, 2011, Monster’s CEO Salvatore Ianuzzi, speaking at the R.W. Baird & Co. conference, inform the audience

that the company would consider seeking “strategic alternatives [Streetinsider.com, 2012] for the organization,

according to an article published on March 1, 2012 by Streetinsider.com. Initial interpretation of this brief press

release prompted phase I LBO activity and led our team to make the following assessment:

Indeed, on the surface the depression in share value has been largely impacted by a recessive global

financial contagion precipitated by fiscal and monetary instability - mainly in European markets led by problems

in Greece and Spain – which consequently elevated investors’ concerns and thus reducing overall confidence in

trading and affecting capital inflows corporate equity. Yet, after preliminary analysis executed by our team of

analysts on Monster Worldwide –our tier-1 LBO target) during the week immediately following March 1, 2012,

we determined that the direct contributing factor to the reduction in investors’ confidence is rooted in poor

performance of working capital and unfavorable capital expenditures (e.g., marketing expenditures accounted for

21% of revenue in 2011) decision. Our analysis conclusion can strongly be substantiated by the intraday price

appreciation that reached as high as 25% following the company’s CEO comments, as some industry analysts

stipulate causal effect for this spike to a possible LBO alternative. Based on the aforementioned comments, we

believe in full concurrence with this viewpoint that Monster Worldwide, Inc. should be a top-tier candidate for

our company’s next LBO diversification project, which is outlined in detail within this report.

A. Executive Summary and Financial Request:

1. Executive Summary: Leveraged Buyout (LBO) Initiative

With revenue contributions from its global operations of 42% in 55 countries [see Exhibit 1] around the

world (with 46.2% coming from North America alone) for the fiscal year of 2010, driven by on average 93

million passive and active employment seekers globally per month, Monster Worldwide, Inc. has become the

largest online job search website in the world. In addition, online advertising revenue in the U.S. is expected to

grow from 2012 to 2014 at a compound annual growth rate (CAGR) of 8%, in which during the same time the

4

CAGR for the global recruitment market is expected to reach 6%. These figures are promising and represent

growth opportunities for Monster Worldwide in the near future. Yet, although the company experienced a “1%”

increase in revenue in FY 2010, they struggled severely in managing positive operating net profits, which are

easily illustrated in the fluctuating P&L swings over the past 5 business cycles. From this point of view, in lieu of

a pronounced weakness in management performance, there is a great opportunity to exploit this poor disposition

through LBO restructuring into potentially immediate returns between 45%-48% at the appropriate time of

divestiture.

As part of a strategic diversification expansion initiative to further build and fortify our existing portfolio

of restructuring projects in various niche markets internationally, our teams of corporate managers and executives

conducted preliminary discussions in early June of 2011, prior to our annual shareholders’ meeting, to design and

draft a three-phase target acquisition screening process outline – Pre-screening Netting, Catch, and Release (of

non-qualifying targets/subjects) that adheres to the following general set of criterion: 1) Acquisition target should

be a multinational corporation with a flat divisional organizational structure, or possibly a hybrid form comprised

of both a functional and divisional design; 2) Firm size should be moderate in the range of 5000 – 8000

employees; 3) Focus industry is exclusively e-Commerce, online employment services; 4) Significant

geographical global presence in major markets in North and South America, Eurasia and Asia, South Pacific,

Middle East, Europe, and with entrance phase development planning for Northern Africa and South Africa, with

logistical regional headquarters in North America, Europe, and Asia; 5) An existing mature growth cycle stage of

at least 3 years; 7) Target should be indexed for no fewer than five years on at least one major exchange; and

finally 8) Must be record accounts and evidence (e.g., newswires, media press releases, etc.) by company’s

decision makers, demonstrating public-to-private primer indicators for pre-LBO activity.

In conclusion, on March 10, 2012, pre-solicitation governance and compliance review was conducted and

fully completed by our legal team, upon which primary, secondary, tertiary candidates were selected. Following a

thorough examination of the three candidates, the collaborative work executed by our business and finance

departments determined by the second phase of our comprehensive pre-screening evaluation process to formulate

5

our findings for Monster Worldwide, Inc., our elected tier-one LBO candidate in this preliminary proposal report,

and present the results to Mr. Waldenheimat, Chief Executive Officer, Mr. Simeon Prudence, Chief Financial

Officer, fellow executives, and senior management. All ancillary and supporting financial data, figures, and

background information on the targeted entity and its industry within the report is provided to substantiate the

report exploratory findings and our final assessment and conclusion to each of the members involved in their final

decision-making process. Also note that all questions, inquiries, and comments or remarks are to be directed to

M. Scott “Scooter” Green, Director of Business Development, at the following e-mail address

msgreen@msverdecapital.com or by mobile phone at 415-389-XXXX.

Pre-LBO Strategic Objectives Recap:

Objective I: Mission Statement:

The general purpose for this investment activity is to strengthen existing multinational portfolio accounts through

asset acquisition diversification that will enlarge company market viability and presence in niche industries within

the global marketplace. Therefore, to achieve this goal, we thus propose in this acquisition plan to aggressively

pursue a management leverage buyout of Monster Worldwide, Inc., the world’s #1 online employment solution

service company. Our short-term goal is to restructure the organization’s current operational tactic and

methodology with company’s existing leadership team, raise the level of operational performance that will yield

increases in revenue, operating income, and positive cash flows within a 3 to 5-year period. Once overall

operating and financial health has been improved and is favorable after 5 years, in accordance to mutually agreed

standards and measures set by all relevant parties involved, it is our recommendation that asset divestiture

planning during the exit strategy phase of the project, either by way of cash sale to an interested and prospective

buyer, leverage for the purchase of another firm, or through IPO reenlistment, should be underway. All proceeds

from a sale will be used for further capital investment projects in mature markets under a similar scenario. If it is

determined that an IPO relisting is deemed acceptable, then a retained percentage of ownership through preferred

stock conversion to common shares of no less than 11.5% will be required.

6

Objective II: LBO Target Search and Screening Process and Criteria:

Financial Returns: The target firm should have: Growth: The target firm should:

A minimum return on assets of x% Have annual revenue, earnings, and operating cash-

flow growth of at least x%, y%, an z%

A debt/total capital ratio y% Provide new products and markets of x% by 20??

Unencumbered assets of $z million Possess excess annual production capacity of x million

units

Size: Diversification:

The target firm should be at least $x million in revenue The target firm’s earnings should be largely

uncorrelated with the acquirer’s earnings.

Flexibility: Technology:

Target should use flexible manufacturing techniques. The target firm should possess important patents,

copyrights, and other forms of intellectual property.

Quality: Warranty Record:

The target firm’s product defects must be x per

million units manufactured.

The target firm’s customer claims per million units

sold should be not greater than x.

Labor Costs: R & D Capabilities:

The target firm should be nonunion and not subject to

significant government regulation.

The target firm should have introduced at least x new

products in the last 18 months.

Source:

LBO Rollout Plan: Scheduling and Deadlines:

MonsterGanttChartScheduleAndDeadlines.xlsx

Click icon to access.

Asset Allocation/Capability Evaluation:

LBO Primary Law Firm:

We recommend Cravath, Swaine & Moore LLP as the lead counsel for the project.

LBO Primary Financial Advising Firm:

We recommend Credit Suisse Group AG as our leading auditing and financial advising firm for the project.

1.1 The Company

7

1.2 Operations

Monster Worldwide, Inc. (Monster Worldwide) is the parent company of Monster®, a global online

employment service provider. The company has three segments: Careers (North America), Careers (International)

and Internet Advertising & Fees. The company’s Careers segments provide online services to customers in

various industries throughout North America, Europe, South America and the Asia-Pacific region, including

searchable job postings, resume database access, recruitment media solutions throughout its network and other

career-related content. Its Internet Advertising & Fees segment delivers online services primarily in North

America, including services such as display advertising and lead generation [OneSource, 2012].

1.3 Risk and Opportunities:

Macroeconomic drivers such as high unemployment, political despotism and civil disorder, natural

disasters which disrupt supply chains, etc., serve as the largest threats to company stability and profitability.

Other threats which may become detrimental to the company include both direct and indirect competition.

However, in spite of certain uncontrollable risk factors, the company is always positioned to capitalize on

opportunities that are embedded as natural components of economies of scales in the labor force: In perpetuity,

there will always be a demand for human capital resources.

2. Financing Request:

2.1 Structure of the Deal

Monster Worldwide, Inc.

622 Third Avenue

39th Floor, 622 Third Avenue

NEW YORK, NY 10017

United States

Tel: 212-351-7000

Fax: 646-658-0540

Toll Free: 888-225-5867

www.about-monster.com

Employees: 6,000

Company Type: Public Parent

Corporate Family: 46 Companies

Traded: New York Stock

Exchange: MWW

Incorporation Date: 1996

Auditor: BDO USA, LLP

Financials in: USD (mil)

Fiscal Year End: 31-Dec-2011

Reporting Currency: US Dollar

Annual Sales: 1,040.1

Net Income: 53.8

Total Assets: 2,058.0

Market Value: 860.4

(17-Feb-2012)

8

Negotiation Strategy (determining synergy):

Negotiating strategic planning was already in force prior to the LBO candidate selection process through

the course institutional investment strategy. Currently, our company has a 9% controlling equity stake in the

company and has held this position for two full fiscal years. Our position has been embellished and leveraged by

our recent acquisition of one placement on Monster’s Board of Directors (aka, The Board). The significance of

this position has allowed us an opportunity to build cohesive relationships with board members, managing

executives, and organizational management that now has culminated in the preferred method of our buyout

acquisition as a “friendly takeover.”

As stated before, the primary goal for this acquisition is to implement a management turnaround

restructuring plan that includes capital divestitures, logistical consolidation of property, plants, and equipment,

operations efficiency improvements through enhanced automated planning machinations and processes (e.g., Six

Sigma, Enterprise Resource and Management Planning, et al), and management and general operations retraining,

cost structure reformation. We anticipate comprehensive restructuring efforts to interface slowly during the first

18 months of the integration planning and implementation phase and accelerate exponentially immediately

following this planning phase. Synergies created during this phase and all subsequent phases leading up to the

exit phase will mostly be intrinsic; creating value within the organization from top to bottom.

Therefore, unlike higher premium percentage multiples 6x the combined stand-alone values of two

companies used in valuing traditional, non-LBO acquisitions, because of the unique characteristic of this project

we will require a lower synergy percentage multiple no more than 3x the combined stand-alone values for

Monster Worldwide and Msverde Capital. The bulk of the enterprise value created (after adding synergy) over

the term of the LBO agreement will be generated by management performance-based measures. Once net present

value (NPV) of both future operating and free cash flows have been projected and determined, we can set

performance benchmarks and milestones to be accomplished by management consultant transition team and

management at Monster Worldwide.

9

The following deal structure outline provides additional detailed information pertaining to the LBO

proposal process, as of this day, April 18, 2012:

Form of Acquisition:

Friendly Taker

Form of Payment: Capital Structure – Multiple Tranches

The capital structure proposed to execute the LBO transaction of Monster Worldwide uses a consortium

of multiple tranches which are conducive to realize expected returns generated by aggressively moderate to high

capital structure. Furthermore, to take advantage of favorable interest rates incurred during the reorganization

period (5-7 years) leading up to the exit phase, it is recommended that this project is financed exclusively from a

multiple tranche-based structure instead of a fund-based model. The components that comprise the multiple

tranche-based capital structure are the following:

Revolving Credit Facility (Revolver): Line of Credit (LOC) facility

Bank Note: Term Loan A credit facility

Issuance of Convertible Preferred Stock at 25% premium above Monster’s common shares

Tax Considerations:

Tax Shields

Accounting Considerations and Requirements:

Schedule 13 D must be filled with the SEC within 10 days of acquiring 5% of stock in another firm.

Schedule 14 D-1 must be filed with the SEC for tender offers

Tender offers must stay open a minimum of 20 business days

Filing necessary with FTC when buyer purchases assets or securities >$63.4 million or buyer or seller has

annual sales or assets ≥ $126.9 million and other party has sales or assets ≥ $12.7 million. These

thresholds increased annually by change in GDP implicit price deflator

30 day waiting period before transaction can be completed

10

Hedge and Private Equity Fund Registration: Must register with SEC as investment advisors if assets ≥

$100; those with < $100 million subject to state regulation.

Acquisition Vehicle:

Limited Liability Company (LLC)

Post-Closing Organization:

Private Corporation registered under current name, “Monster Worldwide, Inc.”

Legal Form of Selling Entity:

MonsterLBOAgreement2012.docx

Click icon to access.

2.2 Sources and Uses of Funds at Closing:

Estimation of the Financial Sponsor’s Initial Equity Contribution

All funding derived from multiple tranches will be used to purchase each share of common stock at an

predetermined exercise price during the negotiation phase, including a 25% premium at closing. At the time

Msverde Capital Assets elects to sale the company for secondary initial public offering (SIPO) at the exit phase of

its tenure as managing consultant, Msverde will retain no less than a 59% equity stake in common shares of the

newly reconstituted publicly-traded company, unless an unsatisfactorily, unaccepted level of pre-mutually-agreed

benchmarks and milestones have been incurred. If performance standards have been unmet and modifications to

improve those standards are not completed within a timeframe allotted by both parties, or if any materials adverse

changes have been incurred by the management team in charge of daily operations for Monster Worldwide, Inc.,

then upon relisting, management of Monster has first right to reduce the equity requirement from 59% to a level

not to exceed no lower than 35%.

B. The Company:

1. Industry:

Monster Worldwide is an online employment service company and its industry source code is registered

under the classification titled Employment and Recruiting Agency. Today, the employment and recruitment

11

agency industry remains stagnant with regard to its growth rate and revenue, due to the lingering effects caused by

the 2008 global financial crisis. In one year from 2008 to 2009, revenue declined sharply by 21% - making

revenue volatility extremely high - and from 2006 to the end of 2011 the industry has shown a -2.4% annualized

growth rate.

Currently, markets have shown signs of acceleration in productivity and profitability, and, as a result,

unemployment is expected to wane precipitously over the next 3-5 years. As increases in Internet usage soars

during this same period in conjunction with increases in online job placement advertisements from employers

while global economies (specifically, emerging and developing ones) continue to improve, this facility will

become a key revenue driver for the industry. (Please Exhibit 3 for company vs. industry performance figures.)

1.1 Markets

The type of service offered by Monster Worldwide makes it abnormally susceptible to non-diversifiable,

systemic market conditions. Therefore, to support this claim, a formal regression statistical analysis was

performed using the company’s total revenue per market region as the dependent variable in the analysis and

percentage-based averages (+/-) of a select group of viable macro-economic independent variables, such as

unemployment rates, Consumer Price Index (CPI), Real Gross Domestic Product (GDP) per Employee, and Year

Over Year (YOY) Patents Total, Patents Inventions, and Patent Designs, which correspond regionally with

Monster worldwide presence. The null hypothesis for the analysis states as follows: Monster Worldwide revenue

is affected by [selected] global economic factors.

Since the p-value for each of the independent variables were greater than the level of significance, Alpha

(α), which was established at 5% (see chart below), the null hypothesis would be accepted.

12

1.2 Market Trends

As stated previously, Monster Worldwide success is predicated on favorable macro-economic conditions

in which Producer Price index and inflation rates are sustained at modest to very insignificant levels. Depending

on direction of their movements, the correlation between these and other economic indicators and Monster’s

revenue streams are closely contracted and usually move paralleled to one another. Conversely, all things equal

and wage increases correlates closely with the CPI, a larger workforce usually results in higher demands for

goods and services, which could conceivably drive up prices. This is one key trend in the marketplace that can be

easily gauged and provide our financial analysts sufficient data and information for long-range forecasting,

planning, and analysis (FP&A) that will mitigate and control costs, sustain or improve both operating and free

cash flows, and maintain return on investment (ROI) target goals up to exit phase.

Since GDP is a strong indicator of operational efficiency and a stable and effectual workforce, global

GDP growth rate (see chart below) for advanced and emerging and developing economies are expected to

continue on a level of equilibrium, - that began in Q4 of 2009 and will end in the same quarter of 2014 -

averaging between 3 and 5 percent (with exception to a short upward spike of nearly 5% for emerging countries a

year later).

Business Revenue Segmentation Regression Analysis:

Null Hypothesis: Monster Worldw ide revenue is affected by [selected] global economic factors

Regression Statistics

Multiple R 0.80

R Square 0.64

Adjusted R Square 0.10

Standard Error 102385.87

Observations 11

ANOVA

df SS MS F Significance F

Regression 6 75188006372 12531334395 1.20 0.45

Residual 4 41931462351 10482865588

Total 10 1.17119E+11

Coefficients Standard Error t Stat P-value Lower 95% Upper 95% Lower 95.0% Upper 95.0%

Intercept 187945.772 77026.25135 2.44002231 0.07 -25913.39 401804.93 -25913.39 401804.93

Unemployment Rate % Yearly Weighted Average Increase/Decrease (YOY)2610827.75 1260899.922 2.070606638 0.11 -889991.67 6111647.17 -889991.67 6111647.17

CPI Delta % Average -1632.6281 28574.67459 -0.057135491 0.96 -80968.64 77703.39 -80968.64 77703.39

Real GDP per Employee Person Average Increase/Decrease % (YOY)-3509900.7 10764750.06 -0.32605501 0.76 -33397638.31 26377836.92 -33397638.31 26377836.92

Patents Total (YOY) 3538123.76 22226157.7 0.159187378 0.88 -58171582.99 65247830.51 -58171582.99 65247830.51

Patents Inventions (YOY) -1135330 22299430 -0.050912959 0.96 -63048473.24 60777813.32 -63048473.24 60777813.32

Patents Designs (YOY) -469805.11 1340318.171 -0.350517602 0.74 -4191124.94 3251514.72 -4191124.94 3251514.72

13

The series of charts below illustrate the ebb and flow of economic or economic-related activity in the

world over a 10-year period (except where otherwise indicated by “*”). Each chart represents cumulative

percentage average increases/decreases according to factors referenced that are the progenitors to globalized

market trends for many world economies, including those in which Monster Worldwide has a clear and viable

presence.

-10

-5

0

5

10

15

GDP Growth - Quarter over Quarter (2007-2014)

World Advanced economies Emerging and developing economies

0.70%

1.43%

0.63%

0.43% 0.52%

0.71%

0.88%

0.74%

Civilian Labor Force % Average Increase (YOY)

Civilian Labor Force (2000-2010)

United States Canada France Germany Italy Netherlands Sweden United Kingdom

14

United States, 9.87%

Canada, 2.04%

France, 1.15%

Germany, -0.32%

Italy, -1.17%

Netherlands, 5.16%

Sweden, 4.24%

United Kingdom, 3.87%

-2.00% 0.00% 2.00% 4.00% 6.00% 8.00% 10.00% 12.00%

Unemployment Rate % Yearly Cumulative AverageIncrease/Decrease (YOY)

Global Unemployment Rate (Select): 2000-2010

GermanyKorea,South

CanadaUnited

KingdomFrance Italy

Netherlands

Switzerland

Sweden Finland Belgium Austria Denmark

Total 2.78% 13.02% 3.84% 2.47% 2.72% 1.80% 3.96% 3.31% -0.01% 7.02% 2.46% 6.08% 4.76%

Inventions 2.52% 12.73% 3.98% 2.16% 2.43% 1.23% 3.40% 2.82% 0.21% 6.90% 2.69% 4.87% 4.94%

Designs 8.75% 23.43% 5.50% 7.74% 8.96% 7.42% 9.49% 9.41% 5.08% 18.71% 4.79% 28.84% 15.39%

-5.00%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

30.00%

35.00%

Pate

nts

/In

ven

tio

ns %

Avera

ge

Incre

ase/D

ecre

as

e (

YO

Y)

Global Patents and Inventions: 2000-2010

8.48% 10.61%

32.79% 33.66%

22.71%

19.48%

11.00% 10.09%

27.06% 29.18%

14.76%

7.89% 6.45%

15.49%

10.44%

20.11%

7.61%

18.24%

26.14%

33.56%

6.75% 5.47%

18.82%

7.64% 4.74%

29.08%

13.46%

6.29%

Worldwide Internet Usage: 2000-2009

Internet Usage Cumulative % Average Increase

15

1.3 Competition:

A formal SWOT analysis executed by our LBO financial team has concluded that market competition for

2012 and forward in the industry is high and intense and will maintain this status as economic market conditions

improve and investors’ confidence grows. Both emerging and developing economies will become the initial

beneficiaries of upward economic activity as many multinational companies will seek to control payroll and other

operating costs through these markets. Therefore, new revenue stream opportunities will materialize as job

seekers who have become more competent as an Internet user will utilize this medium as a competitive advantage

to expedite their job search process. Competition within the industry to capitalize on this opportunity will come

from the following competitors:

CareerBuilders.com Dice.com USAJobs.com

LinkedIn.com The Ladders.com SnagaJob.com

Indeed.com Simply Hired.com Job.com

2. Products:

3.1 Product Mix:

Product mix comprise of Internet-based tools and applications for jobseekers and employers and

advertising platforms for employers.

3. Management:

The company’s structure is composed of a traditional flat organizational structure in the distinct levels:

Executive management, operations management, and exempt and nonexempt employees. As a publicly-traded

entity, the company also has a Board of Directors headed by the Chairman of the Board and 7 other directors.

The CEO serves as the Chairman, CEO, and President of the company.

5.1 Monster Worldwide Organizational Chart:

16

5.2 Executives Resumes:

Key Executives Biographies

Salvatore Iannuzzi Salvatore Iannuzzi, serves as Chairman, President, Chief Executive Officer and a Director of Monster Worldwide, Inc. Mr. Iannuzzi has served as a Director of Monster Worldwide since July 2006, and Chairman, President and Chief Executive Officer of Monster Worldwide since April 11, 2007. Prior thereto, he was President of Motorola, Inc.'s Enterprise Mobility business commencing in January 2007 to April 2007. Mr. Iannuzzi served as President and Chief Executive Officer of Symbol Technologies, Inc. from January 2006 to January 2007, when Symbol Technologies was sold to Motorola. He previously served as Symbol Technologies' Interim President and Chief Executive Officer and Chief Financial Officer from August 2005 to January 2006 and as Senior Vice President, Chief Administrative and Control Officer from April 2005 to August 2005. He also served as a Director of Symbol Technologies from December 2003 to January 2007, serving as the Non-Executive Chairman of the Board from December 2003 to April 2005. From August 2004 to April 2005, Mr. Iannuzzi was a Partner in Sanguenay Capital, a boutique investment firm. Prior thereto, from April 2000 to August 2004, Mr. Iannuzzi served as Chief Administrative Officer of CIBC World Markets. From 1982 to 2000, he held several senior positions at Bankers Trust Company/Deutsche Bank, including Senior Control Officer and Head of Corporate Compliance.

James M. Langrock James M. Langrock, was appointed to the position of Executive Vice President and Chief Financial Officer of Monster Worldwide Inc., effective January 27, 2011. Mr. Langrock had been Senior Vice President, Finance and Chief Accounting Officer of Monster Worldwide Inc., since May 15, 2008. Prior to joining Monster Worldwide, Mr. Langrock was Vice President, Finance of Motorola, Inc.'s Enterprise Mobility Business from January 2007 to April 2008. From May 2005 to January 2007, Mr. Langrock served as the Vice President, Chief Accounting Officer and Corporate Controller at Symbol. From December 2003 to May 2005, Mr. Langrock was Symbol's Vice President - Internal Audit. Before joining Symbol, he served as Chief Financial Officer at Empress International, Ltd., an importer and wholesale distributor, from May 2002 to November 2003. From 1991 to April 2002, Mr. Langrock held a variety of audit positions at Arthur Andersen LLP, including Senior Manager in the Audit and Business Advisory Practice.

Salvatore Iannuzzi

Chairman of the Board,

President, Chief Executive Officer

Mark Stoever

Executive Vice President -

Corporate Development and Internet Advertising

Lise Poulos

Executive Vice President,

Chief Administrative Officer

Mark Conway

Chief Information Officer

James M. Langrock

Executive Vice President, Chief Financial Officer

17

Lise Poulos Lise Poulos, has been Executive Vice President and Chief Administrative Officer of Monster Worldwide Inc. since January 2008. Previously, she had served as Executive Vice President of Monster Worldwide since September 2007. Prior to joining Monster Worldwide, Ms. Poulos served as Senior Vice President, Human Resources of Motorola, Inc.'s Enterprise Mobility business from January 2007 to July 2007. From 1997 to January 2007, Ms. Poulos held various roles at Symbol, including Senior Vice President, Human Resources and Corporate Communications from August 2006 to January 2007, Vice President, Human Resources from November 2005 to August 2006 and Director, Human Resources from 2002 to November 2005. Prior to joining Symbol, Ms. Poulos worked at a major energy company and in the financial services industry.

Mark Conway Mark Conway, the current Senior Vice President, Technologies of Monster Worldwide, Inc., also assumed the role of Chief Information Officer of the Company on August 26, 2011.

4. Description of Assets:

Company assets consist of cash and cash equivalents, tangibles (PPE), intangibles such as patents, copyrights,

and inventions.

7.1 Account Receivables:

Five-year average for AR is $370,914,000, from period 12/31/2007 to 12/31/2011, which accounts for

18.81% of total assets.

7.2 Inventories:

None

7.3 Machine and Equipment:

Computer and electronic equipment

7.4 Land and Buildings:

Corporate and Regional offices for parent and all subsidiaries.

5. Liabilities:

No long-term debt

No Preferred Stock Outstanding

Litigation in Process, Pending, or Settled

6. Present Market Value of the Company:

Market capitalization currently totals $1,106,632.

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9.1 Capitalization of Monster Worldwide, Inc.:

The authorized capital stock of Monster Worldwide, Inc. consists of 1,500,000,000 shares of Common Stock,

no par value, of which 123,923,000 shares are currently issued and outstanding and 800,000 shares of Series

A Preferred Stock, no par value, of which 0 shares are issued and outstanding.

9.2 Total Consideration:

Cash and Convertible Preferred Stock for Common Stock

9.3 Total Purchase Price/Enterprise Value:

Net Purchase Price:

2012 Total Purchase Price (USD Thousands) Plus Termination Fee Amount

Equity Value (including 25% premiun) = 1,383,290

Value of Operations (NPV of Projected FCF) = 234,000

Economic Value Added =

68,000

Total Purchase Price =

1,685,290

Total Purchase Price Adjusted = 1,700,000

Termination Fee @ 8.5% =

144,500

C. Financial Review:

1. Historical Financial Statements: See Exhibit 4 for Financial Highlights

3 – 5 Years, Audited or Reviewed:

FinalMonsterMergentreportbuilder.xlsx

Click on icon to access.

2. Forecasted Financial Performance:

2011 MVA = Stock price x # of shares - Total common equity

= $8.93 x 124 - $1,164 = $1,107 - $1,164

2011 MVA = -$57

19

2011 EVA = NOPAT - Operating Capital x

Weighted average cost of capital

= $134.4 - $397 x 17% = $134.4 - $66.2

2011 EVA = $68.2

2011 ROIC = NOPAT ÷ Operating Capital

$134.40 ÷ $397 2011 ROIC = 33.86%

1.1 Assumptions:

The following are assumptions used to various valuation models to arrive to final purchase price and

conclusions:

One-Year Libor Rate

(March 2012):

1.0103%

Market Rate (Equity

Risk Premium): 5.5%

FSP = firm size

premium = 2.3 (percentage

points added to CAPM

estimate)

Shares Outstanding (as of April

17, 2012) = 123,923,000

10-Year Treasury

Note: 1.988%

Monster Risk Free Rate:

2.97%

WACC = Since there is no

debt or preferred stock,

the WACC is the Return

on Stock, 16.6681

Market Value = $1,106,632,000

Line of Credit

(LOC): Prime Rate

plus Libor Rate

Expected rate of Return

on Equity = 8.47%

Cost of Equity =16.6681

Effective Tax Rate = 20%

Prime Rate: 3.25%

Monster Beta: Range

2.16-2.97; Average 2.57

Stock Price (as of April 17,

2012) = $8.93

Termination Fee = 8.5% of Deal

Value

Monster's Value of Operations (Millions of Dollars)

g = 3.0%

WACC = 17.00%

Year 2011 2012 2013 2014 2015

FCF $35.00 $35.00 $35.00 $35.00

FCF2014(1+g)

$29.915 = ─────────

$25.568 (WACC − g)

$21.853

$18.678

PV of horizon value $137.415 $257.500 $36.050

= ────── $257.500 = ───── = Vop(12/31/2014)

Vop(12/31/2011) = $233.43 (1+WACC)4 14.00%

PVs of nonconstant FCFs

20

References

Cravath, Swaine & Moore LLP (2012). Home: Information. Retrieved March 2, 2012, from

http://www.cravath.com/

Credit Suisse Group AG (1997-2012). Home: Information. Retrieved March 2, 2012, from https://www.credit-

suisse.com/investment_banking/advisory_services/en/mergers_and_aquisitions.jsp

Culbert, K. (2011). Ibis World Industry Report. Retrieved February 14, 2012, from www.ibisworld.com

Datamonitor (2012). Monster Worldwide, Inc.: SWOT Analysis. Retrieved February 14, 2012, from http://0-

online.datmonitor.com.library.ggu.edu

Federal Trade Commission (2012). FTC Premerger Notification Program. Retrieved March 24, 2012, from

http://www.ftc.gov/bc/hsr/hsrform.shtm

Hermann, J. T. (2003). Pacific Coast Capital, Inc.: Writing a Business Plan for a Leveraged Buyout. Retrieved on

April 02, 2012 from www.pacific-coast-capital.com

International Monetary Fund.com (2012). Economic Outlook. Retrieved February 14, 2012, from www.imf.com

Mergent.com (N/A). Mergent Online Search. Retrieved February 14, 2012, from http://0-

online.mergent.com.library.ggu.edu

Monster Worldwide, Inc. (2012). About Us. Retrieved March 1, 2012, from www.about-monster.com

MorningStar, Inc. (2012). Investment Research Center. Retrieved on April 12, 2012 from http://0-

library.morningstar.com.library.ggu.edu/

Observations (2011). Average Stock Market Returns. Retrieved April 2, 2012, from

http://observationsandnotes.blogspot.com/2009/03/average-annual-stock-market-return.html

OneSource Information Services, Inc. (2012). Company Summary Report: Monster Worldwide, Inc. Retrieved

February 14, 2012, from http://0-online.onesource.com.library.ggu.edu

Standard & Poor’s (2012). S&P Capital IQ: NetAdvantage. Retrieved April 12, 2012 from http://0-

www.netadvantage.standardandpoors.com.library.ggu.edu/NASApp/NetAdvantage/cp/companyIndustryS

urvey.do?task=showPDFIndustrySurveyByTicker

21

The Securities and Exchange Commission (2010). Filings & Forms. Retrieved March 14, 2012, from

http://www.sec.gov/about/forms/secforms.htm#proxy

U.S. Census Bureau (2011). Statistical Abstract. Retrieved March 24, 2012, from

http://www.census.gov/compendia/statab/cats/international_statistics.html

Yahoo, Inc. (2012). Yahoo Finance. Retrieved February 14, 2012, from

http://finance.yahoo.com/q/bc?t=1d&s=MWW&l=on&z=m&q=l&c=%5EYHOh825

22

Exhibits

Exhibit 1: Monster Global Locations

Exhibit 2: LBO Rollout Plan

LBO Schedule and Deadlines Description Length of Time

Search and Pre-Intent Evaluation

Phase:

Exploratory research to identify stressed

companies signifying intent to delist and

privatize

TBD

Screening Phase: Execute preliminary evaluation of probable

candidates to determine primary target

Less than 1 month -

following selection pool

determination

First Contact: Informal and Formal

Solicitation Phase: Bear Hug

Takeover Approach

Secure primary contact of target and initiate

inquiry and informal solicitation

3 weeks

On-Site Canvassing and Interview

Phase:

Schedule 'Interest to Pursue' and site visitation

meeting

Less than 2 months -

following successful

solicitation

Decision Tree Analysis: Go/No Go

Decision Phase:

Assess solicitation phase results and

determine Go/No Go decision

2 - 4 weeks

Negotiation Phase: Due Diligence

and Bid Offer (Friendly Takeover

Offer):

Perform proper due diligence of operations

processes and procedures and execute

complete formal valuation analysis

2 - 3 months

23

Integration Planning Phase: Evaluate business model synergy and

integration conformity and develop and

construct deal structure matrix

2 - 3 months

Closing: Official Deal Acceptance

and Announcement:

Draft LBO agreement for signing and press

release

TBD

Post-Closing Integration

Implementation Phase:

Develop cross-functional management

ambassadors to begin seller's management

restructuring process

12 -18 months

Post-Closing Performance

Monitoring Phase:

Install benchmarks and performance metrics

archetype and assign private equity delegates

to monitor progress

5 - 7 Years

Exit Strategy: Design and develop a strategic exit plan to

begin divestiture phase-out

5th Year - Initiate Secondary

Initial Public Offering

process

Exhibit 3:

Statistic Industry Leader MWW MWW Rank

Market Capitalization WPP.L 10.48B 1.10B 16 / 48

P/E Ratio (ttm) RMV.L 3,311.48 21.81 5 / 48

PEG Ratio (ttm, 5 yr expected) LAMR 28.94 3.03 7 / 48

Revenue Growth (Qtrly YoY) DNAX.OB 183.00% -2.00% 14 / 48

EPS Growth (Qtrly YoY) IPG 38.80% N/A N/A

Long-Term Growth Rate (5 yr) FMCN 23.18% 12.00% 7 / 48

Return on Equity (ttm) RMV.L 175.38% 4.69% 31 / 48

Long-Term Debt/Equity (mrq) 16.221 N/A

Dividend Yield (annual) IPG 2.20% N/A N/A

24

Exhibit 4: Financial Highlights

Financial Highlights

Fiscal Year

Fiscal Year Ends: Dec 31

Most Recent Quarter (mrq): Dec 31, 2011

Profitability

Profit Margin (ttm): 5.17%

Operating Margin (ttm): 6.18%

Management Effectiveness

Return on Assets (ttm): 1.99%

Return on Equity (ttm): 4.69%

Income Statement

Revenue (ttm): 1.04B

Revenue Per Share (ttm): 8.53

Qtrly Revenue Growth (yoy): -2.00%

Gross Profit (ttm): 1.04B

EBITDA (ttm)6: 138.89M

Net Income Avl to Common (ttm): 53.80M

Diluted EPS (ttm): 0.43

Qtrly Earnings Growth (yoy): 2,076.80%

25

Balance Sheet

Total Cash (mrq): 250.32M

Total Cash Per Share (mrq): 2.13

Total Debt (mrq): 188.84M

Total Debt/Equity (mrq): 16.22

Current Ratio (mrq): 0.86

Book Value Per Share (mrq): 9.90