Yahoo! Wednesday made an official offer to acquire New York-based HotJobs.com for a combination of stock and cash estimated to be worth $436 million.

The proposal outbids a current plan by Monster.com owner TMP Worldwide to buy HotJobs in an all-stock deal originally worth $460 million, now worth $366 million after a slump in TMP's stock.

As part of the deal, Yahoo! is offering a fixed price of $10.50 per share of HotJobs common stock.

In an open letter to HotJobs CEO Dimitri Boylan, Yahoo!'s Terry Semel says the combination of the two companies would "create a powerful new force in the recruitment marketplace."

"We see recruitment as a valuable part of Yahoo!'s future growth strategy - it's been one of the fastest industries to migrate online and is poised to grow substantially over the next few years," says Semel. "We believe a transaction between HotJobs and Yahoo! would provide demonstrably superior value to your shareholders compared with the transaction with TMP.

Semel also says the offer has no contingency because the cash would come straight from Santa Clara, Calif.-based Yahoo!'s cash reserves. The deal also has the blessing of Yahoo!'s board of directors.

To effect the transaction, Yahoo! would commence an exchange offer for all of HotJobs's outstanding common stock followed by a merger at the same per share price. Semel says he is ready to make the deal with Boylan starting as early as Thursday.

Yahoo! and HotJobs have worked in the past on cross-promotional deals, but Semel says the company wants to move from aggregator to an owner status with his eye on HotJobs' customer database, subscription revenues and related software.


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