February 9 , 2010

Monster to acquire HotJobs, enter into multi-year traffic agreement with Yahoo!
Employers and advertisers expected to benefit from enhanced features

Monster Worldwide, Inc. announced on Friday that it has entered into a definitive agreement to acquire the assets of Yahoo! HotJobs, a leading online recruitment website, from Yahoo! for $225 million in cash. Monster and Yahoo! have also entered into a three year commercial traffic agreement, to take effect upon the closing of the acquisition, in which Monster will become Yahoo!’s provider of career and job content on the Yahoo! homepage in Canada and the United States.

The traffic agreement calls for performance based annual payments calculated by clicks and expressions of interest, subject to annual floors and ceilings. In addition, the traffic agreement provides Monster with an exclusive right for a period of time following the closing of the acquisition to negotiate similar traffic agreements with Yahoo! properties on a global basis, including countries in Europe, Asia and Latin America, subject to certain limitations.

“HotJobs with its significant customer base plus the traffic agreement are an ideal complement to Monster’s innovative recruitment solutions and global reach,” said Sal Iannuzzi, chairman, chief executive officer and president of Monster Worldwide. “These agreements, combined with Monster’s career Communities and our recently introduced 6Sense™ semantic search technology, will bring substantial new benefits for employers seeking more qualified candidates and job seekers searching for more relevant opportunities across a wider range of industries – globally.”

“Bringing together Monster and HotJobs creates even greater access and opportunities for both recruiters and job seekers,” said Hilary Schneider, EVP, Yahoo!. “The transaction with Monster enables us to continue to provide an important service to our users through the traffic agreement. Yahoo! remains focused on its core businesses and delivering exceptional experiences to users, partners and advertisers.”

Monster believes that the acquisition of HotJobs and the traffic agreement with Yahoo! will provide a number of benefits to jobseekers and employers, who today have more diverse competitive choices than ever before, and a value to all of its stakeholders, including its shareholders. These include:

Anticipated increase in job matches and search efficiencies – By bringing more diverse job and career opportunities, tools and resources together in one place, employers and job seekers will enjoy greater convenience and more precise search results and better matches with Monster’s patented 6Sense™ search technology and other innovative products.

Expected expansion of job seeker pool for employers – Monster will be able to offer its employers a significantly larger pool of candidates across diverse geographies and industries. Based on Media Metrix comScore reporting, last year HotJobs averaged 12.6 million unique visitors per month.

Expected expansion of the number of job postings across industries for job seekers – Through the combination of Monster and HotJobs job postings, job seekers will have access to more job opportunities in one place in those industries currently leading job creation, including healthcare, finance and insurance, retail, manufacturing, information and wholesale trade.

Broader reach anticipated for recruitment advertising through additional media alliances and reseller agreement - With the addition of HotJobs’s network of more than 600 daily and weekly newspapers, Monster’s alliances with local papers will grow to a total of approximately 1,000, giving Monster reach in all 50 states. The additional newspaper alliances, through their online and print classified ads, will further Monster’s current strategy of connecting job seekers with smaller, local businesses, particularly in healthcare, education, and skilled and hourly job categories.

Yahoo! will continue to manage its broader Newspaper Consortium (NPC) partnership, including providing both search and display advertising, content distribution, and its ad-serving platform, to newspapers in its NPC.

The transaction is subject to clearance under Hart-Scott-Rodino Antitrust Improvements Act and other customary closing conditions. The transaction is currently expected to close sometime during the third quarter of 2010, subject to regulatory review. Monster expects to realize operating synergies from the acquisition and currently anticipates the transaction will be breakeven on a pro forma full year earnings in 2010 and accretive thereafter, inclusive of the costs incurred under the traffic agreement.

Stone Key Partners LLC and Bank of America Merrill Lynch acted as financial advisors to Monster in connection with this transaction. Allen & Company LLC provided a fairness opinion to Monster’s Board.