Letter Agreement Amending Initial Expiration Date in Merger Agreement between Manpower Inc. and COMSYS IT Partners, Inc.
This letter agreement is between Manpower Inc. and COMSYS IT Partners, Inc. It amends their existing Merger Agreement by extending the initial expiration date of the tender offer from the twentieth to the twenty-second business day after the offer begins. Both parties agree to this change, which sets April 2, 2010, as the new expiration date. The agreement is confirmed by signatures from both companies' executives.
EXHIBIT 2.2
| | Jonas Prising | |
| President Americas
| ||
| Manpower 100 Manpower Place Milwaukee Wisconsin 53212 USA
| ||
| T: +1 ###-###-#### F: +1 ###-###-#### www.manpower.com |
March 3, 2010
Mr. Larry L. Enterline
Chief Executive Officer
COMSYS IT Partners, Inc.
4400 Post Oak Parkway
Houston, TX 77027
Dear Mr. Enterline:
Reference is made to that certain Agreement and Plan of Merger by and among Manpower Inc. (“Manpower”), Taurus Merger Sub, Inc. (“Merger Sub”) and COMSYS IT Partners, Inc. (the “Company”) dated as of February 1, 2010 (the “Merger Agreement”). Terms not defined herein shall have the meaning set forth in the Merger Agreement.
Manpower and the Company have selected April 2, 2010 as the Initial Expiration Date of the Offer, which date complies with the requirements set forth in Section 14(e) of the Exchange Act and Rule 14e-1(a) promulgated thereunder.
The penultimate sentence of Section 1.1(a) of the Merger Agreement provides that “The initial expiration date of the Offer shall be the twentieth Business Day (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) following commencement of the Offer (the ‘Initial Expiration Date’).” Notwithstanding the foregoing, Manpower and the Company have agreed to extend the time for the Offer in order to establish April 2, 2010 as the Initial Expiration Date. Accordingly, Manpower and the Company have agreed to replace the penultimate sentence of Section 1.1(a) with the following sentence: “The initial expiration date of the Offer shall be the twenty-second (22nd) Business Day (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) following commencement of the Offer (the ‘Initial Expiration Date’).”
Please indicate your agreement to the foregoing by dating and signing the enclosed copy of this letter in the space provided below and returning it to my attention.
Sincerely,
/s/ Jonas Prising
Jonas Prising
Executive Vice President and
President-The Americas
Mr. Larry L. Enterline
March 3, 2010
Page 2
Accepted and agreed to as of the date set forth above.
COMSYS IT PARTNERS, INC.
/s/ Larry L. Enterline
Larry L. Enterline
Chief Executive Officer
