Divestitures Approved by 78.2% of Outstanding Shares and 99.9% of Votes Cast
NEW YORK, March 20, 2018 (GLOBE NEWSWIRE) -- Hudson Global, Inc. (Nasdaq:HSON) (“Hudson”), a leading global talent solutions company, held a special meeting of stockholders on March 20, 2018. Both proposals voted on today were approved by stockholders. The proposed sales of the recruitment and talent management businesses in Europe and Asia Pacific received 78.2% of outstanding shares and 99.9% of votes cast in favor of the proposal. The company expects to close the transactions at the end of this month, subject to customary closing conditions.
Special Meeting Vote Recap
Of the 31,160,549 shares outstanding as of the record date for the special meeting, 24,386,275 (approximately 78.3%) were present or represented by proxy at the meeting. Each of the proposals were approved by stockholders as follows:
- The proposed sale of substantially all of the company’s assets pursuant to agreements for the sale of its recruitment and talent management operations in Europe and Asia Pacific was approved by 78.2% of outstanding shares and 99.9% of votes cast.
- The non-binding, advisory resolution on compensation of the company’s named executive officers related to the sale transactions was approved by 85.0% of votes cast.
On December 17, 2017, Hudson announced it had entered into definitive sale agreements to sell its recruitment and talent management operations in Europe and Asia Pacific to strategic buyers in three transactions. Hudson intends to focus on its growing, global RPO business going forward. Under the terms of the agreements, Hudson will receive estimated proceeds of $41.2 million in cash, subject to adjustment. These transactions include:
- Sale of Hudson’s recruitment and talent management operations in Benelux to Value Plus NV, in a management buyout led by Ivan De Witte, chief executive officer, Hudson Benelux, for $24.7 million in estimated net proceeds, subject to customary transaction adjustments.
- Sale of Hudson’s recruitment and talent management operations in the rest of Europe to Morgan Philips Group SA, for $10.5 million in estimated net proceeds, subject to customary working capital and transaction adjustments.
- Sale of Hudson’s recruitment and talent management operations in Asia Pacific to Apache Group Holdings Pty Limited, in a management buyout led by Mark Steyn, chief executive officer, Hudson Asia Pacific, for $6.0 million in estimated net proceeds, subject to customary transaction adjustments. The buyer will assume the company’s short-term debt in Asia Pacific, which was $5.1 million as of December 31, 2017.
Hudson is a global talent solutions company with expertise in leadership and specialized recruitment, recruitment process outsourcing, talent management and contracting solutions. We help our clients and candidates succeed by leveraging our expertise, deep industry and market knowledge, and proprietary assessment tools and techniques. Operating around the globe through relationships with millions of specialized professionals, we bring an unparalleled ability to match talent with opportunities by assessing, recruiting, developing and engaging the best and brightest people for our clients. We combine broad geographic presence, world-class talent solutions and a tailored, consultative approach to help businesses and professionals achieve higher performance and outstanding results.
This press release contains statements that the company believes to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding the company's future financial condition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe” and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. All forward-looking statements are subject to important factors, risks, uncertainties and assumptions, including industry and economic conditions' that could cause actual results to differ materially from those described in the forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limited to, Hudson’s ability to complete the sales of its recruitment and talent management operations in Europe and Asia Pacific on anticipated terms and timetable; the possibility that various closing conditions for the proposed sales may not be satisfied or waived; Hudson’s ability to achieve anticipated benefits from the proposed sales and operate successfully as a company focused on its RPO business; global economic fluctuations; the company’s ability to successfully achieve its strategic initiatives; risks related to fluctuations in the company's operating results from quarter to quarter; the ability of clients to terminate their relationship with the company at any time; competition in the company's markets; the negative cash flows and operating losses that may recur in the future; restrictions on the company's operating flexibility due to the terms of its credit facilities; risks associated with the company's investment strategy; risks related to international operations, including foreign currency fluctuations; the company's dependence on key management personnel; the company's ability to attract and retain highly skilled professionals; the company's ability to collect accounts receivable; the company’s ability to maintain costs at an acceptable level; the company's heavy reliance on information systems and the impact of potentially losing or failing to develop technology; risks related to providing uninterrupted service to clients; the company's exposure to employment-related claims from clients, employers and regulatory authorities, current and former employees in connection with the company’s business reorganization initiatives and limits on related insurance coverage; the company’s ability to utilize net operating loss carry-forwards; volatility of the company's stock price; the impact of government regulations; restrictions imposed by blocking arrangements; and risks related to potential acquisitions or dispositions of businesses by the company. Additional information concerning these and other factors is contained in the company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this document. The company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Hudson Global, Inc.