M&A - Hudson Global, Inc.

Form Type: 425

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525124305

Filing Summary: On May 21, 2025, Hudson Global, Inc., Merger Sub, Inc. (a subsidiary of Hudson), and Star Equity Holdings, Inc. entered into a Merger Agreement, under which Merger Sub will merge with Star, with Star as the surviving entity. Post-merger, Star's common and preferred stocks will convert into shares of Hudson stock at specific exchange ratios. The agreement is structured as a tax-free reorganization. Hudson plans to hold a stockholder meeting to obtain approvals necessary for the merger and to discuss various corporate governance matters, including the election of directors and compensation of executive officers. The Merger is subject to conditions including stockholder approvals for both Hudson and Star and Nasdaq's approval for the shares being issued. Each party has agreed on customary representations and warranties, termination rights, and agreed to initiate a proxy solicitation related to the merger. A joint press release announcing the merger was also issued on the same day.

Form Type: 8-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: New

Accession Number: 000119312525124297

Filing Summary: On May 21, 2025, Hudson Global, Inc. entered into a Merger Agreement with Star Equity Holdings, Inc. and its wholly-owned subsidiary, HSON Merger Sub, Inc. The merger will allow Merger Sub to merge with Star, making Star the surviving corporation, and will be a tax-free reorganization under Section 368(a) of the Internal Revenue Code. Under the terms of the agreement, Star's common stock will convert to Hudson common stock at a ratio of 0.23 shares, with Star Series A preferred stock converting to Hudson's Series A preferred stock. Current shareholders of Star will own about 21% of the new entity while Hudson shareholders will hold around 79%. Hudson plans to conduct a stockholder meeting to gain approval for issuing stock to Star shareholders, as it exceeds 5% of Hudson's outstanding common stock. Other proposals at the meeting include electing directors, approving executive compensation, and ratifying the appointment of auditors. The merger is subject to various closing conditions, including approvals from both Hudson and Star stockholders. Termination fees of $250,000 will be applicable under certain circumstances. Support Agreements were also established with directors and executives from both companies to facilitate shareholder voting in favor of the merger. Forward-looking statements regarding the merger's completion and impacts are included, along with a detailed risk disclosure.

Form Type: 10-K

Filing Date: 2025-03-14

Corporate Action: Acquisition

Type: New

Accession Number: 000121070825000013

Filing Summary: Hudson Global, Inc. is a leading total talent solutions provider that has expanded its services through acquisitions, specifically completing the acquisition of Hudson Global Resources (Singapore) Pte. Ltd. on October 31, 2023. This acquisition focuses on providing recruitment services primarily in Singapore and several Southeast Asian countries. The company aims to leverage these acquisitions to enhance its service offerings, increase its market reach, and adapt to technological advancements in the talent space.