Filed by Right Management Consultants, Inc. pursuant to
Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant
to Rules 14a-12 and 14d-9 under the Securities Exchange Act of 1934, as amended
Subject Company: Right Management Consultants, Inc.
Commission File No. 001-31534
THE FOLLOWING IS THE TRANSCRIPT FROM THE JOINT CONFERENCE CALL AND WEBCAST
HOSTED BY RIGHT MANAGEMENT CONSULTANTS, INC. AND MANPOWER INC. ON DECEMBER 11,
2003:
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Final Transcript
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MAN - Manpower to Acquire Right Management Consultants
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CCBN StreetEvents Conference Call Transcript
MAN - Manpower to Acquire Right Management Consultants
Event Date/Time: Dec. 11. 2003 / 7:30AM CT
Event Duration: 56 min
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MAN - Manpower to Acquire Right Management Consultants
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CORPORATE PARTICIPANTS
Jeff Joerres
Manpower - Chairman, Chief Executive Officer
Mike Van Handel
Manpower - Executive Vice President, Chief Financial Officer
Rich Pinola
Right Management Consultants - Chairman, Chief Executive Officer
Lee Bohs
Right Management Consultants - Executive Vice President, Corporate Development
CONFERENCE CALL PARTICIPANTS
Mark Marcon
Wachovia Securities - Analyst
Kelly Flynn
UBS Warburg - Analyst
Randy Mehl
Robert W. Baird - Analyst
Jim Ginesky
Janney Montgomery Scott - Analyst
Adam Waldo
Lehman Brothers - Analyst
Marta Nichols
Banc of America Securities - Analyst
Andrew Steinerman
Bear Stearns - Analyst
Brian Long
Chesapeake Partners - Analyst
Carl Green
Dresdner Kleinwort Wasserstein - Analyst
PRESENTATION
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Operator
Good morning and thank you for standing by. All participants will be in listen
only until the question-and-answer session of today's conference. Today's
conference is being recorded. Now, I'd like to turn the conference over to Jeff
Joerres, Chairman and CEO of Manpower. Sir?
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Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Thank you. Good morning and welcome to the conference call to discuss the
Manpower acquisition of Right Management Consultants. With me today is Mike Van
Handel, Chief Financial Officer, Rich Pinola, Chairman and CEO of Right
Management Consultants, and Lee Bohs, Executive Vice President for Right
Management's Corporate Development.
What we will do this morning is give you an understanding of the strategy and
why this is such a compelling acquisition for Manpower. Rich will then talk
about Right Management, the business lines, and how it fits within the Manpower
family. Mike will discuss some of the acquisition details, and how it affects
the income statement and balance sheet.
We will not discuss the update on the fourth quarter for either company in this
conference call; we just don't think it is appropriate.
As usual, now, before we move onto the main part of the call, I'd like to have
Mike go through the forward-looking statement.
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Mike Van Handel - Manpower - Chief Financial Officer
Good morning. This conference call/Web cast contains statements which are
forward-looking in nature and accordingly, are subject to risks and
uncertainties regarding Manpower's and Right's expected future results. The
Companies' actual results may differ materially from those described or
contemplated in the forward-looking statements.
Factors that may cause Manpower's and Right's actual results to differ
materially from those contained in the forward-looking statements can be found
in each company's reports filed with the SEC, including their annual reports on
Form 10-K for the year ended December 31, 2002 -- which factors are incorporated
herein by reference, and such factors as may be described from time to time in
each company's SEC filings.
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Final Transcript
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MAN - Manpower to Acquire Right Management Consultants
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Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Thank you. In addition to the forward-looking statements, on page 3 of the
presentation that you would have in front of you, it contains some additional
information regarding the transaction.
I'd like to begin with what this means from a strategy perspective and why we
are so confident that this combination takes the entire industry to a new level.
To begin with, we clearly have seen and continue to experience -- whether it be
in the permanent placement area, the training that we are doing, as well as
other parts of our business -- the requirement for a broader service offering to
our customers. Customers are expecting us to take a holistic view of the entire
workforce, whether it be their full-time employees, their external workforce,
contract workforce or remote workforce, and this allows us to handle all of
that.
Secondly, it's about setting new standards in the industry. Historically, we've
done that, whether it's been how we pioneered our business, in training, in how
we set standards for some of the technology-exchange among the industry, or in
what we've been doing with the E-commerce area and the recent announcement of
UltraSource and PeopleSoft. Now, it's in what we've done to address the entire
employment life cycle on a global basis.
In order to be the best in the industry, you have to continue to set standards,
and that's exactly what we're doing. We will be adding skill and scale to the
Empower Group. The Empower Group has worked very effectively to bring forward
fresh and new innovation to our clients, and being able to consult in a
practical way regarding implications of how companies are managing their
workforce. This capability now becomes much greater with the inclusion of the
Right Management consulting part of their business.
Additionally, this is about cross-selling -- Manpower to Right accounts and
Right into Manpower accounts. Again, we are the only ones positioned to do this
on a global basis. If you were to see how it presents itself in simple diagram,
it's about the employment flow, the employment cycle. Whether it be our
recruiting, assessment and selection tools -- for example, what we've done with
Career Harmony for online assessment, what we've done for many years with
Ultradex and some of the light manufacturing area. In addition to that, what
we've done with Brainbench on the assessment side -- all the way to our training
with the Global Learning Center, which now has almost 40,000 to 50,000 people a
day taking courses on it.
Of course, our core temporary staffing business is a mainstay and it will
continue to be that. It is the largest part of the business. It is a growing
part of the business, and what we are doing is adding in pieces that will allow
it to grow even more.
In addition to that, we're stepping up our resources across the world in the
permanent placement business. Then, of course, you've got Career Transition now
with Right Management. This gives us the entire picture of the employment life
cycle. Combined with Right, our offerings will have the depth, scale and global
footprint to absolutely delight our customers, and when our customers are
delighted and they are working with us, in return what we get is increased
shareholder value because we are able to price on a fair basis and we are able
to extract the kind of profit that is reasonable and expected from a company
that is delivering value that others can't.
We are executing our strategy with discipline and rigor, as usual, and we will
continue to do that. Given that, what I'd like to do now is give all of our
shareholders a better understanding of what Right's business is all about. So
what I'd like to do is to turn it over to Rich Pinola to do that.
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Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
Good morning. Thanks for your interest in this transaction, which the people at
Right are very excited about. We're delighted to be a part of the Manpower
family on a global basis.
A lot of people may know different individuals who have gone through Career
Transition; it's certainly something that's affected of the entire world. But
you probably don't know a lot about Right. We've flown under the radar screen of
a lot of folks.
The outplacement Career Transition business is about 25 years old. Right began
in 1980 and we've been publicly traded since 1986, on NASDAQ initially, and now
listed on the New York Stock Exchange since last year. We are the largest Career
Transition company in the world. We operate in 38 countries around the globe.
Sixty percent of our revenues are from outside the U.S., and we fit perfectly
into Manpower's strategy for providing seamless quality service around the
world.
In addition to our core line of business, which is the Career Transition
services, we have a very vibrant and growing HR consulting business. That,
combined with the Empower Group, will be about one-third of our revenue as we go
forward.
What's unique about that is, at approximately $150 million HR consulting
business, we fill a space that no one in the world occupies at this point. In
keeping with the employment lifecycle that Jeff talked about and what he is
trying to do in serving his clients, the Right/Empower Group is a perfect fit
for that. Global best practices, with seamless quality service on every
continent, allow us to better serve the clients. As Jeff points out, if we have
happy, satisfied clients, it will enhance our shareholder value.
We do operate in the same market space, in that we are the supplier of choice to
many of the Fortune 500, the global 500, and we have a very strong track record
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MAN - Manpower to Acquire Right Management Consultants
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of financial performance for you analysts. If you go back and look at our
ten-year track record, we've been on the Forbes list of 200 Best Small Companies
five out of the last ten years. Last year, we were ranked Number Five, and
that's based on a five-year moving average on earnings growth, revenue growth
and Return On Equity.
We are also a corporation that keeps its focus on the future. Our strategies and
Manpower's strategies are very closely aligned, and if you laid them
side-by-side, you would see how strategically well they fit together. I would
point out the values fit of the corporations, side-by-side, would be equally
important.
The entire management team is energized about this opportunity; we're looking
forward to being a very powerful and very contributory part of the Manpower
performance, and it just allows us to fill a void that somebody else isn't in.
Career Transition has two clients, the corporate client, where you have to make
sure that the events that go on are seamless and take place in a way that the
individuals are treated with dignity, and it allows us to help corporations all
over the world. The process is virtually identical, no matter what part of the
globe you're on, and that has allowed us, again, to develop global best
practices and serve one major corporate client anywhere. We can provide that
seamless service anywhere. It's an important part of our world because that's
what clients are looking for. They don't want to shop in 23 countries for the
same service.
If you look at our career organizational consulting practice, which again, on a
combined basis, will be about one-third of our division's revenue, you could see
the type of things that we offer. In a growing, vibrant economy, the whole human
equation becomes more and more critical. As the war for talent heats up, the
opportunities here in developing codified, global best practices are something
that no one else has.
So we are very, very excited. If you listened to Jeff's remarks and you look at
the slides in this presentation, our established competencies and our
established, codified solutions fit perfectly into what Manpower has been about.
We strengthen it, we add to it, and we fill out the spectrum of services for
their clients. It's a great opportunity.
If you look at the next slide, we are the number one player in this world in the
space we occupy. We're number one in North America, Europe, Asia-Pacific, and we
are a close number two in Japan, where we've only been for a few years, but that
market is growing and it's growing because of the changes in their economy, and
the changes in their social structure. It's an opportunity that we see, going
forward. This allows us to take advantage of change anywhere in the world and
it's a great presence; it allows us to serve those clients and it fits perfectly
into the Manpower globalization strategy.
The next slide looks at our revenue, and you can see how that has grown in the
past. There have been parts of our growth that have been fueled by mergers and
acquisition; parts of it have been fueled by global recessions; parts of it have
been fueled by an acquisition strategy that has allowed us to fill out our
global presence and to add competency and skills in the organizational
consulting side.
We expect that we will continue to grow in a way that fits the Manpower
strategy. It's an ideal opportunity for two firms to come together to better
serve the clients, for the employees to have an opportunity to serve their
clients globally, and I think it's a great fit.
Jeff, I would turn it over to you.
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Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Thanks, Rich. What I'd like to do now is to have Mike cover the acquisition
summary, and some of the financial highlights regarding that. So, Mike, if you
can take it from here?
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Mike Van Handel - Manpower - Chief Financial Officer
Let me begin by summarizing the details of the acquisition. We are issuing
Manpower stock for all the shares of Right. We will issue the number of shares
necessary to provide the Right shareholders a value of $18.75 per share, subject
to a typical collar mechanism. Under the mechanism, the exchange ratio of
Manpower shares for Right shares will range from .368 to .4497. This implies
newly issued Manpower shares of between 9.6 million and 11.7 million after
considering the outstanding stock options of Right.
We expect to launch the tender offer the week of December 22nd and expect
closing to occur in the first quarter of 2004. We do not anticipate any issues
from a regulatory approval standpoint at all.
Turning now to the financial highlights, as Jeff discussed earlier, this
acquisition does have tremendous strategic value. At the same time, there are
also a number of financial benefits. First, we do believe the acquisition will
be accretive immediately, and currently, we estimate a 3 to 5 percent positive
accretion on 2004 fully diluted earnings per share.
Second, with the issuance of roughly $488 million of new Manpower equity, the
strength of our balance sheet improves and we're very well positioned to fund
future growth.
Third, with (indiscernible) operating profit margins of 16 percent and EBITDA
margins in the 20 percent range, our overall operating profit margin will be
enhanced, reflecting a superior business mix.
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MAN - Manpower to Acquire Right Management Consultants
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Lastly, the somewhat counter-cyclical nature of the Right business provides a
natural balancing of the Manpower staffing business. This will provide more
stability to operating profit and cash flow streams, going forward.
Let's turn to the next slide; it gives you an overview of the favorable
financial impact the acquisition is expected to have on Manpower. The revenue
and operating profit information is presented on a trailing 12 months basis. As
you can see here, our opening profit expands favorably by 50 basis points after
the acquisition.
As many of you are well aware, our stated operating profit target has been 3.5
percent. With this acquisition, it is logical that our new target will become 4
percent.
As I mentioned earlier, our credit ratios also get a boost. Our debt-to-total
cap will reduce from 40 percent to 35 percent and our debt-to-EBITDA ratio will
decline from 2.7 to 2.4. Jeff?
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Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Thanks, Mike. As I said earlier, in summary, it's all about setting new
standards in the industry, and that's exactly what's occurring here. This
acquisition -- and many of you know we are not an acquisitive company. We take
great care; we look at our strategies; we look at our execution of it and we
manage these aspects very carefully. But this acquisition absolutely allows
Manpower to substantially strengthen our offering. It provides Empower with
scale and the codification of services that already exist within Right, which
will strengthen our offering and, in turn, increase the value to all of you, our
shareholders.
In addition, our global sales team for both organizations, as well as our
corporate account execs throughout the world, will be cross-selling the Career
Transitioning services to the Manpower customer base and vice versa. This will
and does differentiate us from any other firm in the industry because it's
global in nature and we're putting together the two leaders in the respective
fields to create an offering to customers that is absolutely unparalleled.
That's what makes us all excited here. The reception from our own internal staff
that we've gotten from last night to this morning is absolutely outstanding, as
they can see the synergies and now are ready actually to go out and make some
sales calls today. We're going to hold them back, needless to say, but that is
absolutely what's happening.
Those are the prepared remarks. What we would like to do now is to open it up to
questions and answers, so if we could have that done, that would be great!
QUESTION AND ANSWER
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Operator
Thank you. (OPERATOR INSTRUCTIONS). Mark Marcon of Wachovia Securities.
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Mark Marcon - Wachovia Securities - Analyst
Good morning and congratulations, particularly to Rich. Congratulations on a
great career at Right. I'm wondering, can you talk a little bit about the
management team, going forward, at Right? Rich, what sort of lock-up would you
have with regards to the stock?
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Jeff Joerres - Manpower - Chairman, Chief Executive Officer
I will start, Mark, with an understanding of that. We absolutely -- a big part
of this deal, because of the success that Right has and how they've achieved it,
is to retain management. It's easy to push the numbers around and look at the
synergies in the acquisition, but at the end of the day, if you don't have the
right team to drive it, it's not going to work. So, we've mentioned a few times
-- and it was not just cavalierly mentioned -- we mentioned a few times about
the cultural fit, the fit on the values side. Therefore, when it comes to
retaining the management team, keeping the headquarters in Philadelphia, all of
those issues are resolved -- have been easily resolved because we were of one
mind right from the beginning, which is, that's the way it needs to be done.
So Rich, and Manpower and the Right management team and Manpower quickly worked
out agreements. There are lockup agreements for Rich. Rich is a valuable part of
the management team; he will become part of the executive management team at
Manpower. In addition to that, we have asked, and Rich has readily accepted, to
hold a very large portion of Manpower stock to be aligned with the shareholders
and also aligned internally with the organization.
Rich, would you like to add anything to that?
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Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
Mark, you've known me for a long, long time and this is a great opportunity to
continue, in effect, the legacy of Right. It fits perfectly into global strategy
with a good partner, a great strategic partner. I have made -- I was obviously
interested in staying in the business. It is public record that I made an offer
to buy it, so I'm clearly interested in keeping it working and I believe we have
the best of both worlds here.
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MAN - Manpower to Acquire Right Management Consultants
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I am emotionally committed to this project for a long time; I'm financially
committed to it for a long time. I would like to, at some point, be where you
congratulate me for a great career with Manpower. That is the goal!
So our team is committed; we are all signed up; we believe in the opportunities.
You know, we have a very successful track record of the integrating businesses
that are part of Right, so we believe that the integration into Manpower will go
very smoothly. All of the discussions and negotiations have been, incredibly, as
in Jeff's words -- 'easy'. If you have similar values, similar goals, similar
strategy and you're aligned in what you're trying to do, it's a very exciting
time, and I think this will be great for also employees on both sides. The
reaction from our employees has been terrific. The Blackberry is filling up, so
it's a good sign.
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Mark Marcon - Wachovia Securities - Analyst
Congratulations to both of you. Having known both teams for a long, long time,
my sense, from the outside, is there is a good cultural fit. It sounds like,
Rich, you and Lee and Charlie and everybody with the potential exception of Jack
are going to stay on board. Is that right?
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Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
That is absolutely true. Jack has made a choice to move on, as we know, in some
of the other public pronouncements -- he's looking for other opportunities.
Since we are in the business of career transitions, that makes a lot of sense!
He's been a great contributor to Right and we wish him well. But as you know, we
have a very strong, in-depth management team and we expect this to work very,
very well.
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Mark Marcon - Wachovia Securities - Analyst
Along those lines, one of the keys to your success, I think, has been one of
the best reward systems out there, in terms of basically stimulating everybody
and motivating everybody to grow earnings. How is that going to change, post
this transition?
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Jeff Joerres - Manpower - Chairman, Chief Executive Officer
I would agree, and I think that was part of what we realized very early on when
we looked at how the compensation plans filtered throughout the entire
organization, from Rich all the way down to the consultants. The last thing we
would want to do is to change a recipe that has been selling the baked goods at
the hottest rate possible. So, the compensation plans that they currently have
by contract, are in force. There is a component, which was EPS growth, which
isn't as relevant anymore. So, you know, our style, Mark; we are changing that
to have a capital component to it, which is the overall shareholder return of
capital and return on invested capital from Right to our shoulders. That's the
only substitution, which is a very logical substitution.
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Mark Marcon - Wachovia Securities - Analyst
Great. Just as a last follow-up, I was wondering if you could -- and this has
to be asked -- it seems like the labor market is improving. You mentioned that
Right's business, to a certain extent, is counter-cyclical. I'm wondering, what
were your expectations for '04 and 05 in terms of revenues and profits for
Right, you know, when you talked about the accretion analysis?
Then secondly, can you discuss any sort of synergies that you're assuming from
an expense perspective?
Lastly, as you mentioned, you have been focused on returns of invested capital.
What are your projections showing in terms of what sort of returns you are going
to generate from this transaction? Thank you.
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Mike Van Handel - Manpower - Chief Financial Officer
That was a long one, Mark! A lot of pieces in there.
Let me start first in terms of the synergies and what we've included or haven't
included. In terms of our accretion analysis, we have not included any
synergies. Certainly, from a revenue perspective, we see some real advantage of
bringing these together and think there are some real opportunities that will
help growth and margins.
When you look at the cost side, there likely will be some cost synergies as
well, but I wouldn't put those in a significant category. Therefore, we have not
baked those into our analysis.
As you know, following Right for some time, the range of analyst estimates on
next year is pretty broad, ranging from $1.24 up to $2.10. That's quite a wide
range. If you take that range on the low side, which we certainly believe the
low side is quite conservative -- but even on the low side, we would be very
slightly accretive. If you move up towards the consensus number of $1.58, we
would be in the range of 5 to 7 percent accretive.
So I think that will give you a feel that, in terms of our analysis on the 3 to
5 percent, what we've done is we've added a little bit of conservatism to the
overall estimates that are out there and financially believe this deal works
quite well.
Let me turn it over to Rich to talk a little bit about some of the views, going
forward, because while this business is somewhat counter-cyclical, certainly, in
an improving environment, there are opportunities as well. So Rich, maybe you
want to comment on that?
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Final Transcript
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MAN - Manpower to Acquire Right Management Consultants
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Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Rich, before you respond -- I think one of the things that it seems to be, in
our due diligence, more of a stereotype of counter-cyclical; there is some of
that, but the degrees I think are changing and I think that's an important
point.
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Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
First of all, our global coverage helps us enormously. When people say the
economy is recovering, it's, which one? Yes, the North American economy and its
impact on Career Transition was felt in 2003. We don't expect that to go down
significantly because we do get repeat business from our customers; we don't
lose customers. There's always activity; there's always turnover; there's always
layoffs. This business has been around for 25 years. If the economy does pick
up, the discretionary spend for consulting, which is now a significant portion
of our opportunity, also increases.
The other point that I would make is that we certainly don't have mature markets
in Europe and Asia, where we see it actually going up. So, I think we have been
very solid financial performers for the past 11 years and we would expect that
to continue.
You know, we are also opportunistic acquirers. We are a group that knows how to
do that; we do it conservatively. You know, we buy, integrate and make money,
and we will continue to look at that.
So I think when we're looking forward to our total contribution to Manpower, as
you know, we don't have a great visibility window too far into the future, but
our market share dominance, our presence, our globalization, our spread of
services -- we believe we can grow this business on a fiscally sound basis.
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Mike Van Handel - Manpower - Chief Financial Officer
If I can just pick up one last part of your question in terms of return on
invested capital, as you know, when we do look at acquisitions, return on
invested capital is a very important metric for us. We don't seriously look at
anything that we don't believe can return us at least 12 percent, on an
after-tax basis, from a cost of capital standpoint.
In the case of Right, I think we will certainly exceed that threshold and I do
expect it to be incrementally positive to the overall company's return on
capital in the first year in 2004.
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Operator
Kelly Flynn of UBS.
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Kelly Flynn - UBS Warburg - Analyst
My question just relates to the competitive environment. It's another one, I
guess, that sort of has to be asked. We know Adecco has a pretty big presence in
this space. Can you talk about kind of how their presence impacted your decision
and just more broadly, if there's any read-through for us on how the competitive
environment is evolving? Then I have a follow-up.
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Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Well, no doubt when it comes to the U.S. market, you have three major players
with Right being the largest. Then you have DBM and Lee Hecht. When you get into
Europe, it doesn't have quite those top three kinds of market shares; it really
is dominated on a pan-European basis by Right Management. Then, in Japan, you
basically have DBM and Right Management. So when we look at it from a global
perspective, when we looked at it from the employment lifecycle, and when we
started to calculate and put together all of our tenders and RFPs, and identify
times when we have encountered the question of career transition services,
that's really what drove it.
We stay very focused on our strategies. What we do is, as a result, we will look
at an opportunity -- and Rich and I have been speaking about this now for well
over a year and making sure that cultures fit and values fit. What happened
between a little over a year ago and now is just the way we do business, which
is -- we stay focused, we execute and in this case, it turned out to be
absolutely the right opportunity for us.
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Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
The other thing, Kelly, I would add is that none of our competitors have an
organizational consulting practice. They just pale in comparison. They are not
able to offer that breadth of services that fits so well into the Manpower and
Right strategy. I mean, that difference is incredibly important and that gives
us a big edge. We can do both sides of the equation in terms of helping people
who leave organizations, as well as helping them stay. If you just look at
Jeff's strategy that they have executed, we fit perfectly into that strategy,
and no competitor has that.
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Kelly Flynn - UBS Warburg - Analyst
That's actually a good segue into the second one I was going to ask, which is
about the Empower/Right consulting group now. You've already touched on it a
couple of times but can you just kind of recap what, on a pro forma basis, the
size of the consulting business will be, what the core competencies will be, and
if there's any read-through on how they might be impacted by the economy? Also,
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MAN - Manpower to Acquire Right Management Consultants
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what kind of the margin targets might look like on that side of the business?
Thanks. That's it.
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Jeff Joerres - Manpower - Chairman, Chief Executive Officer
I would say, in general, what you would be seeing is that, as Rich had
mentioned, if you just were to combine the organization, you'd be running a
turnover of about $150 million U.S. That's really where we would like to go from
an environment of talking about how that unfolds from a financial perspective.
It has been noted within Right now over several quarters, I believe, that we are
running that part of the business in the high single digits from a profitability
perspective. We see that there are, in this case, a lot of integration
opportunities and synergies. When you look, for example, at one of the lead
practices within Right, which is Talent Management, that's one of the lead
practices in Empower, where we have some global practice heads and what we
consider to be some of the world-class ones, so those kinds of synergies.
When we look at research and diagnostics, which is a large part of Empower and
how they do things -- there is a similar area within Right Management.
So any time you do things like this, it causes some consternation, but the
alignment and the success that Right has been able to have in this area is quite
exciting. What we will be working on is to take the codification that has
happened within Right, expand that into Empower and then drive the synergies
between that group -- let's call it a $150 million consulting group -- into the
total overall picture of that employment life cycle so that we can assist with,
if you will, the accordion that seems to happen with a workforce of bringing
people in and taking people out. That requires some thinking; it requires an
understanding of the dynamics of the external workforce and your internal
workforce. That's what the two bring together.
Rich, do you have anything to add to that?
--------------------------------------------------------------------------------
Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
I think you've covered it, Jeff. It is a unique, competitive opportunity and
you know our numbers are public. We have been successful in building a
profitable business in a difficult time when corporations are downsizing and
depressed earnings -- they're not spending as much money as they normally do in
this field.
As the economy picks up, we expect that same-store growth, in effect, to
increase, and the world-class offering is what will help that. There aren't a
lot of competitors who can lay out that strategy, where you can do leadership
development in 29 countries on five continents. There are just not players
there, so it's a great opportunity for us to serve those global clients.
--------------------------------------------------------------------------------
Operator
Randy Mehl of Robert W. Baird.
--------------------------------------------------------------------------------
Randy Mehl - Robert W. Baird - Analyst
Congratulations, Jeff, Mike and Rich. It seems like a very good fit in many
respects. I wanted to pursue, Jeff, your cross-selling comment. It does seem
like the opportunity could be significant. Are Manpower clients, are your large
clients asking you for this service or inquiring? Then maybe Rich can comment on
what the experience has been on the Right side.
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Yes. The answer is, especially when it comes to the larger ones, we, through
Empower, have been able to get into different areas of the business. When we do,
they spend much more time about really having us try to figure out, with them,
how to more creatively have an environment where you do some career
transitioning. So, we are invited into places that some of the career transition
companies haven't been in the past. An example recently is a very large account
that had said, "We would like to possibly have you take on the people as
temporaries, under your environment, while they continue to do work but then
manage them over a period of a year and a half - two years, through outplacement
and career transitioning." Now, we can come with an absolute industrial strength
offering that says, "Yes, we can do that." So you can get your work gone while
you're minimizing a division because you are either sunsetting that division or
moving it offshore or doing other things.
So we have actually participated in some of those, but it's been a lot of
learning and a lot of hard work, whereas with Right, we can put together a
compelling story that says, "We are the company that can do that." We believe
that will become a bigger part of the business as we see it -- trying to figure
out how to not make an environment within a company so lumpy. They want to
create much more of a continuum and with the two organizations locked together,
we can offer that. Again, we believe no one else can do that.
--------------------------------------------------------------------------------
Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
We track that synergy issue, especially since that was part of our strategy to
expand our share of a client. Approximately 30 percent of our organizational
consulting revenues are generated with cross-selling that's led by Career
Transition clients, so we do provide end-to-end solutions and that percentage is
growing.
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Final Transcript
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MAN - Manpower to Acquire Right Management Consultants
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People want to do business with people they know, who have quality, who have
scale, who have global presence. We clearly believe that opportunity is going to
increase.
--------------------------------------------------------------------------------
Randy Mehl - Robert W. Baird - Analyst
Just as a follow-up to that, I'm less familiar with some of what you have at
Right. What does the Career Transition and organizational consulting environment
look like in France?
--------------------------------------------------------------------------------
Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
We have an incredibly large business in France in both the Career Transition
business -- it's branded under the name of Right ARJ, and we are number one in
France. It's approximately about $30 million worth of revenue, and we have about
$8 million in consulting. It's branded as Right ARJ and we dominate that market.
It's a great market; we make great margins in France and it's been a terrific
opportunity for us there.
--------------------------------------------------------------------------------
Operator
Jim Ginesky (ph) of Janney Montgomery.
--------------------------------------------------------------------------------
Jim Ginesky - Janney Montgomery Scott - Analyst
Good morning. Jeff, does Rich's enthusiasm for the emerging markets in Asia and
in Europe for the career consulting counter-cyclical component of his business
-- does that temper your enthusiasm at all for the outlook for staffing, or the
cyclical component, going forward?
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
No. I think what you're seeing is they are joined hand-in-hand. If we take
Japan, for example, as you look at Japan moving from lifetime employment to
injecting temporary help -- now, expanding over the last two years from 16 job
classifications you could do to 16 you couldn't do, which opened the market up
dramatically -- then in March, taking light industrial and making that
legalized, what you're seeing is companies are now being forced to look at their
own workforce and say, "I can do this in a more flexible way, but I've got all
of these people over here. What do I do with them?"
So what you're seeing in the growth in Japan is interconnected in the ability --
as they create more of a flexible workforce, they are creating less of a
lifetime employment and environment, which really begs the question and almost
makes it an imperative, particularly in the Japanese culture, that you handle
people with dignity and, as a result, give them a way to transition their
career.
--------------------------------------------------------------------------------
Jim Ginesky - Janney Montgomery Scott - Analyst
How about in Europe, particularly France? Did you feel that you were -- with
Right's presence there as the number one in the market share leader in France --
did you feel that you were potentially losing some RFPs because you didn't have
Career Transition?
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
No, I can't go that far. I can't say that we've lost a tender because we
haven't been able to pull it together -- because no one can. I am saying that we
would now be able to cross-sell more effectively. We have not had to say,
fortunately, "we lost these 20 because we didn't have Career Transition."
I might also add, there is work in Brussels at the EU level that says, okay, we
do need, as the EU, to make the environment more flexible but what we're going
to do is to mandate some level of outplacement if companies are going to do
that. Rich, you may want to talk a little bit about how embryonic that is and
how that aspect may go.
--------------------------------------------------------------------------------
Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
That was a great opportunity for us because, in Belgium, they legislated that
every person over the age 45 must get outplacement if they are let go -- in any
industry, any size company. Within two weeks, we were able to have, up on our
Web site, Right general (indiscernible). We immediately got accretive business
that we never had before because that level of employee and that level of
service was not something that was normally offered. We have a very strong
presence there, so as that type of regulation and legislation and empowerment
goes across Europe, we think it's an opportunity.
We have a very great global fit with Manpower's locations and service offerings
all through Scandinavia, all through the heart of Europe. Again, there is nobody
that has that presence, so the opportunity is just enormous. I'm very excited
about it.
--------------------------------------------------------------------------------
Jim Ginesky - Janney Montgomery Scott - Analyst
Finally, Jeff, you brought up a point in Japan about -- you know, as you were
looking to deploy capital here and I'm sure you had a number of acquisition
opportunities that could have included, for example, purchasing a staffing type
company in Japan. Did you just feel that, with the price and at the cultural
--------------------------------------------------------------------------------
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Final Transcript
--------------------------------------------------------------------------------
MAN - Manpower to Acquire Right Management Consultants
--------------------------------------------------------------------------------
fit, that this was a better way to expand your footprint in emerging markets? I
just wanted to think of your thought process there.
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Thank you. I think that's a good question. For one, our acquisition strategy
says we're not going to do that. We know how to open offices in our business; we
know how to do it and generate a better return on invested capital for our
shareholders when we open them organically. We want to open 75 offices in Japan;
we know how to do that and we will do that organically.
What the strategy says and what we're still absolutely convinced of, is where we
see secular moves within the market, and we do not have the management talent,
but we can bring in the business model, the management talent and the cultural
fit together -- those are the acquisitions we pursue. So, when we look at taking
this amount of expense, if you will, in the purchase of it and saying what else
could we buy? -- for one, we don't think that way, because we're not running
around with a checkbook saying we have to spend it. What we're saying is this
fits with the strategy. Now we compare it to a return on invested capital versus
other investments, both short and long-term. We look at what's happening with
light industrial -- movement to China, movement to Eastern Europe -- and combine
all of this together, our view is that there is no other place for this kind of
money to get any kind of better return for our shareholders.
--------------------------------------------------------------------------------
Operator
Adam Waldo of Lehman Brothers.
--------------------------------------------------------------------------------
Adam Waldo - Lehman Brothers - Analyst
Good morning, Jeff, Mike, Rich and Charlie. A couple of cleanup questions --
Jeff and Mike, as you all looked at this acquisition, can you give us a sense
for the percentage of Right's revenue worldwide that came from clients of
Manpower's and specifically give some commentary around what that looks like
within the Manpower operating countries?
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Sure. We have done a very preliminary look at customers, as you would expect,
but we did not get into the actual Excel model of that analysis. That is the job
of the respective global response and global sales teams; they will be working
on that, but we do not have the data that says if we do have the list of our top
clients and, of course, the list of Right's top clients, then there are some
real opportunities to cross-sell within there.
--------------------------------------------------------------------------------
Adam Waldo - Lehman Brothers - Analyst
Is that something you might share with us on your fourth-quarter call?
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Probably not.
--------------------------------------------------------------------------------
Adam Waldo - Lehman Brothers - Analyst
Okay -- (LAUGHTER) This was presumably a competitive auction. Can you give any
commentary around the number of strategic that (indiscernible) Manpower involved
without specifying?
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
From our perspective, we were not competing, if you will, for an offer. What we
did was we went in and said, this is how we do business; this is what we do;
this is how we would negotiate it. We did know that Helman and Friedman (ph) and
management were looking at it but beyond that, nothing was ever disclosed to us
by the special committee and we never asked.
--------------------------------------------------------------------------------
Adam Waldo - Lehman Brothers - Analyst
Fair enough. Finally, from a segment reporting standpoint, going forward, given
that this obviously greatly enlarges your high-end HR consulting offering, are
you considering a new segment in your financial reporting to lump the Right
Management, Empower branch and your other HR consulting services together,
separate from the temp staffing revenues?
--------------------------------------------------------------------------------
Mike Van Handel - Manpower - Chief Financial Officer
You've defined it correctly; that's exactly what we will do. The Right
business, along with the Empower business will be combined into one separate
segment, so we will be reporting that separately so you'll be able to clearly
see how they are performing, going forward.
--------------------------------------------------------------------------------
Operator
Marta Nichols of Banc of America Securities.
--------------------------------------------------------------------------------
Marta Nichols - Banc of America Securities - Analyst
Good morning. I'd like to add my congratulations to Jeff, Mike, Rich, Charlie,
etc. I'm wondering if you guys can give us just a little sense -- I know it's
early days but -- how you anticipate the integration to go. For example, is
there an opportunity, given that each of the companies has a pretty substantial
--------------------------------------------------------------------------------
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Final Transcript
--------------------------------------------------------------------------------
MAN - Manpower to Acquire Right Management Consultants
--------------------------------------------------------------------------------
global office presence, to consolidate some of that presence to join up some of
the overhead? Do you anticipate essentially maintaining headcount at both
organizations?
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
When you look at the integration in the truest sense, it really only comes down
to Empower and the consulting group of Right. There are synergies that may exist
at different levels. We've done some preliminary work on that and of course, you
would expect us to do the right things. Where there are offices and might be
some redundant; we would put those together, but there are locations that
Empower has that Right doesn't have, and vice versa.
So, until we really get into it, what we've tried to do for our Board, for the
Manpower Board, was present this entire case without any synergies at all. What
you are seeing in the accretion is without any synergy at all.
--------------------------------------------------------------------------------
Marta Nichols - Banc of America Securities - Analyst
Does that also mean then, Jeff, that you are essentially not assuming any cost,
for, example, associated with having to shut down offices or consolidate
offices?
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
There's no assumption for office closedowns. Again, Marta, if there will be
any, they won't be significant; they would be very minimal. So again, I don't
see any significant new costs coming in. There may be some modest cost
synergies, as I mentioned earlier, but not significant enough that I think we
should focus on that. I think it's more about the business opportunity that the
combination presents.
--------------------------------------------------------------------------------
Marta Nichols - Banc of America Securities - Analyst
Then maybe separately, we've kind of alluded to it several times on the call
but the idea that the Career Transition business has obviously had such a
tremendous growth pattern over the last several years and has slowed a little
bit recently as global economies have improved a bit. Given Rich's comments
about the lack of long-term visibility on their business, can you maybe talk us
through how you contemplated that in coming up with a reasonable purchase price
that you are paying for the business, essentially allowing for the risk that
Right's growth may slow as global labor markets improve?
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Well, what we've been able to do is look at historic performance of Right, look
at the flexibility of the model and the variability of the cost and expense
structure within Right and then look at some of the secular trends, whether it
be IDC information, which is calling for a 5 to 6 percent increase in
outplacement over the next five years, as well as our own due diligence with
clients and in talking to Right people. When you combine all of that, put in a
good dose of conservatism to make sure it passes some sensitivity tests, that's
basically how our Board of Directors, as well as myself and Mike, got
comfortable with the projections of the accretion of 3 to 5 percent for 2004.
--------------------------------------------------------------------------------
Marta Nichols - Banc of America Securities - Analyst
Okay. Then maybe finally, this is probably a question for Rich, can you remind
us what the variability of your headcount is? I know there's a portion of your
overall headcount that you typically maintain on a variable basis, maybe on a
temp basis. You had said it yourself to address expanding or contracting demand.
Where is that out right now?
--------------------------------------------------------------------------------
Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
We basically look at 50/50 -- 50 percent permanent staff and 50 percent what we
call adjuncts who are fully trained and certified in everything Right does. They
work only for us in terms of this industry, and that allows us to move our staff
count up and down because this is a lumpy business. Career Transition -- if
there's a big event -- they occur and then they go away and you have to be able
to adapt to that.
If you look at our track record, Marta, we have been able to maintain operating
margins even in an environment where the absolute same-store revenue is down in
North America; we still operate at about 28 percent margin. So, it works; it's
very flexible. Our incentive schemes are flexible. We get paid for growth once
and it's a good formula. We're pretty confident that we will be able to continue
our performance.
--------------------------------------------------------------------------------
Operator
Andrew Steinerman of Bear Stearns.
--------------------------------------------------------------------------------
Andrew Steinerman - Bear Stearns - Analyst
Good morning, gentlemen. My question is in the timing. Rich and Jeff, you've
both run companies that have been public for decades and you've always had the
opportunity for Manpower to acquire outplacement and for Right Management, for
an outplacement firm, to become part of a large staffing family, as a lot of
your pure competitors have done that. Why is now the right time? What should
have changed over the decades from both a Right standpoint, Rich, to say, yes,
this is the time, and Jeff, yes, this is the right time?
--------------------------------------------------------------------------------
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Final Transcript
--------------------------------------------------------------------------------
MAN - Manpower to Acquire Right Management Consultants
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
It's a very good question because the fact is this same decision many years ago
could have been absolutely the wrong decision. The reason I say that is that
there was too much of a separation of how the customer and the marketplace
looked at these coming together. It's very similar to what we've seen in the
last three years in temp to perm and the conversion. Those were very separate
industries five or six years ago but we know we are in a fluid industry, we can
see consolidation, we can see supplier aggregation and more and more HR
departments are going to some form of outsourcing. So, all of those things
brought together (indiscernible) then from a very company-company-specific
perspective.
Another point -- which is, you have known us for a long time, Andrew. We are
very focused on execution. The fact is when Rich and I started talking, I said,
"Look, I don't have the time for this right now." I've got to get this project
done, then I'm going to get that one done; I brought in this initiative and we
are going to get this up and running. We are going to stabilize our GP and if
there is still an opportunity after I do that, we will talk! There was an
opportunity after that. So, between the market space that has been created by
the changing marketplace, changing secular trends across the world, and then our
own personal ability to commit time, energy on both sides to get this done -- it
created the right timing.
Having said that, Right Management was up for sale now! So they put themselves
in Play but even having said that, when they first were considering doing that,
I had said to Rich, "I'm not going to do this right now because I've got to get
a few other things done so that I can focus appropriately on this."
--------------------------------------------------------------------------------
Andrew Steinerman - Bear Stearns - Analyst
That sounds good. Rich, just remind us who haven't covered your company, why
did you put the Company up for sale right now? You've always had the
opportunity, in the past, to do an MBO or find a strategic partner. Why, after
all these decades, do we make the decision now?
--------------------------------------------------------------------------------
Rich Pinola - Right Management Consultants - Chairman, Chief Executive Officer
Well, I've been the Chairman and CEO for 11 years and we've had a very good
growth record. It has not been very well recognized by the Street. Because of
the lack of real long-term visibility of our business, it has caused a little
bit of problems as a stand-alone. When we looked at the opportunity that the
marketplace provides, where they want this seamless, global continuum of
service, it was clear that we would be better off fitting into a strategic
partner who had that long-term vision, who wanted to provide that same continuum
of quality service, and it was the right time to do it.
The clients drive what corporations do. We were being asked to really do more
than we could and to be a part of this was a great opportunity. So I think we
helped clients who go through change and it was time for us to change. You have
to go take it to the next level, and this was the ideal time to do it.
--------------------------------------------------------------------------------
Operator
Brian Long (ph) of Chesapeake Partners.
--------------------------------------------------------------------------------
Brian Long - Chesapeake Partners - Analyst
My question was answered. Thank you.
--------------------------------------------------------------------------------
Operator
Carl Green (ph) of DKW.
--------------------------------------------------------------------------------
Carl Green - Dresdner Kleinwort Wasserstein - Analyst
Good morning, gentlemen. Given the belief in some quarters that Adecco would
have been able to afford a bit of perhaps $20-plus, given the potential for
greater cost savings, do you believe (indiscernible) is likely?
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
I can't speculate on that. I only run my company. All right?
--------------------------------------------------------------------------------
Carl Green - Dresdner Kleinwort Wasserstein - Analyst
Thanks.
--------------------------------------------------------------------------------
Jeff Joerres - Manpower - Chairman, Chief Executive Officer
Thank you all for joining. This will be put up on replay and as usual, if
there's any questions in both cases, on the press release, you can see Lee Bohs
as a contact as well as Charlie Mallon, and then from our side, Mike Van Handel.
Again, we very much appreciate you spending time with us. We are excited about
this and we believe that this is something that is extremely compelling, not
only on a short-term basis, but also long-term as we see the industry and the
expectations for the industry continue to get higher and higher. We're going to
be able to not only keep up with that, but get beyond that. Thank you very much.
--------------------------------------------------------------------------------
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Final Transcript
--------------------------------------------------------------------------------
MAN - Manpower to Acquire Right Management Consultants
--------------------------------------------------------------------------------
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