TMP warns HotJobs of Yahoo offer risks

PALO ALTO, Calif.: HotJobs.com, Inc., the online recruiting site that is

being courted by two different companies, on Friday received a letter from TMP

Worldwide, Inc. outlining why its bid was superior to that of Yahoo! Inc.

In the letter, TMP chief executive Andrew McKelvey urged HotJobs shareholders

to consider the tax liability of Yahoo's offer, as well as the fact that Yahoo's

current stock price may be overvalued. A copy of the letter was filed with the

Securities and Exchange Commission on Friday.

Yahoo on Wednesday offered to buy HotJobs, the number two online recruiting

site, for about $436 million in cash and stock. Yahoo maintains its bid is worth

more than a standing offer from TMP to buy HotJobs in an all-stock deal. The TMP

offer is currently being reviewed by regulators.

But in its letter to HotJobs, TMP contested the suggestion that Yahoo's offer

was worth more. "Yahoo currently trades at a lofty 351 times analysts'

consensus 2001 earnings per share estimates ...," the letter said.

"That's clearly a level that will be extremely difficult to sustain."

"On the other hand, "the letter continued, "TMP has a proven

record of generating consistent profit growth." TMP is the parent of

Monster.com, the largest online recruiting site.

Neither TMP, nor HotJobs or Yahoo were available on Friday to talk about the

letter. TMP has not commented publicly on Yahoo's bid, other than to reiterate

its interest in buying HotJobs. But in the letter sent to HotJobs on Friday, TMP

addressed some of the concerns surrounding its offer, which was first made back

in June but has still not closed. McKelvey said TMP was confident that its offer

for HotJobs would be approved by regulators and that the acquisition should be

ready to close in January.

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