TMP Worldwide Announces Agreement To Acquire Austin Knight

New York, N.Y., July 21, 1997 -- TMP Worldwide (NASDAQ: TMPW) announced today that it has entered into an agreement, subject to shareholder approval, to purchase Austin Knight, a leading global recruitment advertising agency headquartered in the United Kingdom. The acquisition of Austin Knight further establishes the company as one of the world's largest recruitment advertising agencies.

As a result of the acquisition, TMP will add £29.3 million in commissions and fees on 1996 gross billings of £134.4 million. TMP will finance the acquisition with existing bank financing and intends to repay such debt from the proceeds of a public offering which was also announced today.

"The acquisition of Austin Knight is right in line ith our overall growth strategy of expanding our worldwide infrastructure," said Andrew J. McKelvey, chairman and CEO of TMP Worldwide. "In addition to providing us with additional global resources to help us better serve our clients, the acquisition offers us the opportunity to introduce more companies to our Internet capabilities such as The Monster Board."

Austin Knight is a leading recruitment advertising agency with 24 offices worldwide. As a result of the acquisition, TMP will also be entering the recruitment advertising market in Paris, France, which is the company's first recruitment advertising presence in this country Austin Knight has offices in nine different United Kingdom cities; TMP currently has offices in eight of those nine cities. Austin Knight also has offices in 10 North American cities and three Australian cities. TMP has offices in these same cities as well as offices in 37 additional North American cities and four additional Australian cities. Both companies have operations in Amsterdam.

In addition to its recruitment advertising business unit, which is its largest, Austin Knight has three additional business units including search and selection, collateral and product advertising. Austin Knight's clients include world class companies such as Sony Electronics, British Gas, Schweppes, Nestle and Yahoo!

"TMP, having entered the recruitment advertising sector in 1993, has rapidly become a market leader and I'm excited to be part of their global team," said John Ratcliffe, Austin Knight's CEO. "I firmly believe our clients will benefit from TMP's expertise which includes the leading Internet-based recruitment products available today. The combined experience and knowledge of our employees will provide a powerful force in the recruitment markets in each city where we operate."

During the last year, TMP has been actively expanding its worldwide recruitment advertising infrastructure. The company has identified the EU, North America and Australia/Pacific Rim as its top priorities for growth and Austin Knight's business mix fits in well with the company's global recruitment advertising growth strategy. The United Kingdom, France and the Netherlands account for 68.3% of Austin Knight's gross billings, North America for 25.4% and Australia for 6.3%.

Founded in 1967, TMP Worldwide is the world's largest yellow page and one of the world's largest recruitment advertising agencies with more than 2,200 employees in 11 countries. TMP's clients include more than 70 of the Fortune 100 and more than 240 of the Fortune 500 companies. The company's Internet offerings include The Monster Board, the premier career center on the World Wide Web; Online Career Center, the Internet's earliest career site; MedSearch, the primary online "help wanted" service for the health care industry; and Be the Boss, a leading provider of information on franchise opportunities.

Special Note

The above statements include forward-looking statements based on current management expectations. Factors that could cause future results to differ from these expectations include the following: risks associated with acquisitions, competition and seasonality. Additional factors are described in the company's reports filed with the Securities and Exchange Commission.

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The Monster Board is a registered trademark of TMP Worldwide. Online Career Center, MedSearch and Be The Boss are service marks of TMP Worldwide.