Hudson Global Inc.
08/14/2025 | Press release | Distributed by Public on 08/14/2025 15:01
Material Event (Form 8-K)
| Item 8.01 | Other Events. |
As previously disclosed, on May 21, 2025, Hudson Global, Inc., a Delaware corporation ("Hudson"), HSON Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Hudson ("Merger Sub"), and Star Equity Holdings, Inc., a Delaware corporation ("Star"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Star, with Star continuing as the surviving corporation of the merger (the "Merger"), and a wholly owned subsidiary of Hudson.
On August 14, 2025, Hudson engaged Computershare Trust Company, N.A. ("Computershare") to act as Exchange Agent under the Merger Agreement. As Exchange Agent, following consummation of the Merger if approved by the stockholders of Hudson and Star, Computershare will be responsible for distributing shares of Hudson common stock and Hudson Series A Preferred stock to the holders of Star common stock and Star Series A Preferred stock respectively, in each case in accordance with the terms of the Merger Agreement.
Pursuant to the Merger Agreement, no fractional shares will be issued in the Merger. Instead, any holder of Star common stock that is otherwise entitled to receive a fractional share of Hudson common stock will be entitled to receive from Computershare, in accordance with the provisions of the Merger Agreement, a cash payment in lieu of such fractional share, representing such holder's proportionate interest, if any, in the proceeds from the sale by Computershare (reduced by any fees of Computershare attributable to such sale) in one or more transactions of shares of Hudson common stock equal to the excess of (A) the aggregate number of shares of Hudson common stock to be delivered to Computershare by Hudson pursuant to the Merger Agreement over (B) the aggregate number of whole shares of Hudson to be distributed to the holders of shares of Star common stock pursuant to the Merger Agreement.
Payments of cash consideration for fractional shares are expected to be made by check promptly following receipt by Computershare of a conforming letter of transmittal from an applicable Star stockholder.
Forward-Looking Statements
This Current Report on Form 8-K and any exhibits filed or furnished herewith contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure, timing and completion of the proposed Merger; the combined company's listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; the anticipated timing of Closing; the expected executive officers and directors of the combined company; the future operations of the combined company; the nature, strategy and focus of the combined company; the executive and board structure of the combined company; and other statements that are not historical fact. All statements other than statements of historical fact contained in this Current Report on Form 8-K are forward-looking statements. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. There can be no assurance that future developments affecting Hudson, Star, or the proposed transaction will be those that have been anticipated.
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