Nov. 30 (Bloomberg) -- Randstad Holding NV may offer to buy Vedior NV, a transaction that would create the world's second- largest staffing company by sales. Vedior had a record gain.

The two Dutch companies are holding preliminary talks that may lead to a public offer by Randstad, Amsterdam-based Vedior said in an e-mailed statement today. Randstad's indicative proposal includes a ``significant equity component.'' Vedior has a market value of 3 billion euros ($4.4 billion).

Randstad, the world's third-largest staffing company, may have to offer 20 euros a share to secure Vedior, Theodoor Gilissen Bankiers analyst Johan van den Hooven estimated. Vedior shares rose 38 percent to 17 euros today. Vedior spokeswoman Jennifer Arcuni declined to comment on the value of an offer.

``A possible takeover of Vedior makes sense,'' said Marc Zwartsenburg, an analyst at ING Wholesale Banking in Amsterdam. ``In France, Vedior's most important country, Randstad could create quite a lot of value.'' He rates both companies ``buy.''

A combination would create a company with annual sales of about 15.9 billion euros, based on 2006 revenue figures compiled by Bloomberg. Vedior, which gets about 40 percent of its sales from France, last month said it was conducting a strategic review and would report the outcome in February 2008. That led to analyst speculation the company could be split up.

Vedior shares rose 31 percent before being suspended earlier today. The Dutch securities regulator will start a probe on possible insider trading in Vedior shares, said Fransce Verdeuzeldonk, a spokeswoman at Amsterdam-based AFM. The suspension was lifted after Vedior's announcement.

Randstad Shares

Shares of Diemen, Netherlands-based Randstad rose as much as 8.2 percent after Vedior's announcement and closed 0.6 percent lower at 32.43 euros. Randstad spokeswoman Machteld Merens confirmed the talks between the two companies and declined further comment.

``If Randstad wants to spend billions of euros, I'd rather have them spend it on countries like the U.S., Japan and Germany that are growing faster than France,'' said Gilissen's Van den Hooven. ``It could be that Randstad won't pay all of it as they might sell parts of Vedior to other staffing companies like Adecco or USG People to help finance the transaction.''

French Staffing

Vedior's third-quarter sales in France increased 6 percent, while sales in the U.K., the company's second-biggest market, rose 15 percent. France's Labor Minister, Xavier Bertrand, on Nov. 28 said he expects unions and business lobbies to reach an accord by the end of the year to make the job market more flexible.

Randstad earnings in the third quarter fell 7.3 percent as sales growth in Germany slowed to 17 percent from 28 percent in the previous three months.

Randstad, founded in 1960, gets more than a third of its sales in the Netherlands. Germany and North America are the second- and third-biggest markets in terms of revenue. Sales in France, where Randstad has no specialist operations, accounted for 7.2 percent of total revenue in the third quarter.

Vedior, which was spun off by Royal Vendex KBB NV in 1997, gets about a third of its sales from providing specialist staffers in industries such as healthcare and engineering.

Glattbrugg, Switzerland-based Adecco is the world's biggest provider of temporary staffing. Adecco shares rose 1.9 percent today. Milwaukee-based Manpower Inc. is the world's second- largest. Almere, Netherlands-based USG People NV is the third- largest Dutch staffing company.

To contact the reporter on this story: Joram Kanner in Amsterdam at jkanner@bloomberg.net

Last Updated: November 30, 2007 12:06 EST