Hudson Global Announces Plan for Strategic Divestitures; Will Focus on Global RPO Business - Seite 2

A Strategic Focus on RPO

• We are excited to operate as an RPO-focused company and look forward to continuing to deliver outstanding service to our clients around the globe through our regional RPO operations in the Americas, Asia Pacific and EMEA
• Hudson believes it has a strong value proposition in RPO and has a deep history in this business going back over 18 years as one of the first RPO providers in the industry
• Hudson RPO delivers high-level, professional solutions around the globe
• RPO is a dynamic business with strong growth history and growth prospects globally
• RPO is less capital intensive than recruitment, requiring less real estate and lighter back-office support
• RPO has longer-term contracts and is less cyclical than recruitment
• As of September 30, 2017, Hudson RPO delivered $58.0 million in revenue and $41.6 million in gross margin in the last twelve months
• Proceeds from the transactions will be used for investment in the RPO business, reduction in support staff costs, other general corporate purposes and continuing the existing share repurchase program

Approvals

The transactions are expected to close in the first half of 2018, subject to the approval of the majority of the outstanding shares of Hudson and satisfaction of customary closing conditions. Hudson plans to file a proxy statement with the Securities and Exchange Commission seeking shareholder approval for the sale of substantially all of its assets as a result of the proposed sales. The Board of Directors of Hudson has unanimously approved the definitive agreements for the proposed sales and will recommend the approval of sales of substantially all of Hudson's assets to Hudson's shareholders. None of these transactions are contingent on any other transaction in order to close.

Transitional Services Agreement

Until the close of the sale, all of Hudson's operations, including RPO, recruitment and talent management, will continue to operate as they do today. Once the sale process is completed, a transitional services agreement will allow each division to work together to continue delivering services to clients throughout 2018, to avoid any service disruptions.

Net Operating Losses and Stockholder Rights Agreement

Hudson had net NOLs for U.S. Federal tax purposes of approximately $326.3 million as of December 31, 2016. In order to protect the value of the NOLs, the company has a rights agreement in place that limits beneficial ownership of Hudson common stock to 4.99%. In addition, stockholders who already own more than 4.99% of Hudson common stock may not acquire additional shares without board approval.