About Vedior

In looking at Vedior’s history, I am struck by the story of constant change, of companies being acquired and sold, of brands being created, of a young dynamic industry being consolidated. Indeed, change seems to have been the one constant since Vedior’s foundation. Since joining the Group in September 2007, I have found a company that has risen to meet a number of strategic challenges, that over a number of years has been successfully executing a plan to improve profitability, to expand through a balance of acquisitive and organic growth and that, in the process, has developed a unique business culture.

Vedior is a company whose core competence is managing complexity. The diversified, decentralised management model and the entrepreneurial spirit this engenders might prove a challenge for many international businesses to control, but as Vedior has evolved, it has also developed strong structures and processes for managing this complex global environment. I would, therefore, like to pay credit to all our employees for their skill, their discipline, their focus, and their professionalism; as well as give credit to the Supervisory Board who, under the leadership of Mr Angenent, have provided the foundation for Vedior’s development over the past decade.

Despite these achievements, I also found a company that still had three serious issues to overcome. Firstly, a portfolio challenge, secondly a performance challenge, and thirdly a corporate challenge.

While there are undoubted strengths to Vedior’s portfolio, in a global context the traditional staffing business is subscale (and over-reliant on the French market) while the professional/executive business is fragmented.

In looking at performance, like previous years, 2007 has been a year of significant improvement: higher sales, increased profitability, greater efficiency, further acquisitions and continued organic growth. Nevertheless, we also have to recognise that we are not yet regarded as the premium staffing stock in either the traditional sector or in the professional/executive sector. In each half of the staffing market, we have peers who enjoy higher operating margins, faster sales growth and a better share price performance.

The corporate challenge is a by-product of Vedior’s decentralised, entrepreneurial management approach. Every company’s greatest strength is also its greatest weakness and while Vedior’s culture has many merits it is not one that best facilitates the development of institutional competences.

Upon my appointment as CEO, my simple and straightforward brief was to take Vedior to its next stage of development. Accordingly, we embarked on an ambitious strategic review to determine how we might best overcome these three core challenges. During this exercise, I have been impressed by the energy and enthusiasm of our management team in responding to this review and, while not yet complete, the process has already established a number of important recommendations that, I am convinced, will prove invaluable in helping Vedior to better meet future challenges.

It was a point of serendipity, rather than any deliberate planning that discussions with Randstad commenced during our strategic review. We soon realised that the combined portfolio creates a much stronger and more balanced business and geographic mix than either company could have developed without such a merger. Combining the two companies creates the world’s second largest staffing company - with the very real potential to become market leader.

We perceived that, combining the strengths of Vedior and Randstad, would be advantageous for all our stakeholders. A broader choice for candidates with more job opportunities, larger office networks and a wider geographic coverage. A better service for customers with the ability to meet a wider range of needs, enhanced key account management, and greater access to candidates. A better opportunity for employees as part of a stronger company with more solid growth potential, more career opportunities and access to better tools, training and systems. And a more potent and compelling investment proposition for shareholders. Therefore, on 3 December 2007, we jointly announced that we had reached a conditional agreement to combine Randstad and Vedior by means of a public offer for outstanding shares of Vedior. This offer valued Vedior at €20.19 per share implying a 64.1% premium to the closing share price as of 29 November 2007 and a premium of 51.8% to the volume weighted average share price over the month ended 29 November 2007.

With any such merger, there are always risks and uncertainties and many commentators, as well as our own staff, have remarked on the differences in culture between the two companies. Having been tasked to manage the integration process, I do not want to underestimate the challenge we face, nor minimize the importance of getting this right. Both parties acknowledge that culturally, we have to treat it as if it were a merger of equals and taking the best assets from each. With two companies of equal size coming together in this way, there is a balance to be achieved if the integration of the two companies is to be successful.

Vedior rightly takes pride in its history, its global outlook, its culture and competences, and it is important that we take the best of that with us; the entrepreneurial spirit, the resilience, the sense of fun we bring to our working lives and implant it into the DNA of the combined company. We will bring those qualities to the merger and in so doing we will not lose ourselves in the merger. What I have already found within Vedior and Randstad is a common sense of purpose, two companies that each operate with integrity, professionalism and a belief that helping people to find meaningful work plays an extremely important role in creating a healthy society. This shared set of values provides a very good foundation for combining our two businesses. I believe that the staffing industry is still only at the beginning of its development and that consolidation will continue. Over the next 10 to 15 years, I am absolutely convinced that our sector will follow the same development path as the financial sector and we will see dominant players begin to emerge with turnovers of between €50 billion to €100 billion. Vedior and Randstad are now well-positioned to be at the forefront of this development. There are exciting times ahead and I very much look forward to helping facilitate the emergence of a new world leader.