Press Release Details
Hudson Global Re-Adopts Rights Agreement to Protect its Net Operating Losses
Will Submit Rights Agreement for Stockholder Approval at its 2019 Annual Meeting
The Rights Agreement replaces the Company’s prior rights agreement designed to preserve the value of the Company’s NOLs, which was approved by stockholders in 2015 and expired in accordance with its terms in January 2018. The Company also has a provision in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which generally prohibits transfers of its common stock that could result in an ownership change. The Company believes that in light of the significant amount of its NOLs, it is advisable to adopt the Rights Agreement in addition to the Charter Provision.
Hudson had U.S. federal income tax NOLs of approximately
The Rights Agreement, which is similar to tax benefit protection plans adopted by other public companies, is designed to preserve Hudson’s tax benefits by deterring transfers of Hudson’s common stock that could result in an “ownership change” under Section 382. In connection with the Rights Agreement, the Board has declared a dividend to Company stockholders of record as of the close of business on
Pursuant to the Rights Agreement, if any person or group acquires 4.99% or more of the outstanding shares of Hudson’s common stock without the Board’s permission, or if a person or group that already owns 4.99% or more of Hudson’s common stock acquires additional shares without the Board’s permission, then, subject to certain exceptions, there would be a triggering event under the Rights Agreement. The Rights would then become exercisable and entitle stockholders (other than the acquiring person or group) to purchase additional shares of Hudson at a significant discount and result in significant dilution in the economic interest and voting power of the acquiring person or group. In its discretion, the Board may exempt certain transactions from the provisions of the Rights Agreement, including if the Board determines that the transaction will not jeopardize the Company’s tax benefits, or the transaction will otherwise serve Hudson’s best interests. Any stockholder desiring to own 5% or more of our shares, or increase an existing ownership position that is already at or above 5%, can request an exemption from the Board by submitting certain basic information to the Company and following the other instructions included in the Rights Agreement.
The Rights Agreement and the rights issued under the Rights Agreement will expire on
Additional information regarding the Rights Agreement will be contained in a Current Report on Form 8-K and in a Registration Statement on Form 8-A that Hudson will file with the
About Hudson
Hudson is a talent solutions company with expertise in recruitment process outsourcing and managed services. We help our clients and candidates succeed by leveraging our expertise and our deep industry and market knowledge. Operating around the globe through relationships across our network of specialized professionals, we bring an unparalleled ability to match talent with opportunities by assessing, recruiting, 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 achieve higher performance and outstanding results. More information is available at Hudson.com.
Forward-Looking Statements
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 achieve anticipated benefits from the sales of its recruitment and talent management operations in
Contact: | Patrick Lyons | |||
Hudson | ||||
212-351-7425 | ||||
patrick.lyons@hudsonrpo.com |