Impellam Group, a UK-based staffing firm with global operations, is set to be acquired HeadFirst Global bv in a deal that was agreed to today.

The transaction values the issued share capital of Impellam at approximately £483.2 million (US$607.1 million).

The boards of Heather Global plc (Bidco), HeadFirst Global bv and Impellam announced they have reached an agreement on the terms of a recommended offer pursuant to which Bidco will acquire the entire issued and to-be-issued share capital of Impellam.

Bidco is a newly formed public limited company, established for the sole purpose of becoming the holding company of the HeadFirst Group and implementing the acquisition.

Initial talks between Impellam and HeadFirst began in summer 2022 when Impellam and HeadFirst signed confidentiality agreements and followed the announcement by Impellam majority shareholder Michael Ashcroft in April 2022 that he was exploring selling his stake. The talks leaked in July 2023, which put the transaction in the public domain, with 11 deadline extensions made throughout the year for the potential offer.

The transaction is expected to close in the first half of 2024.

Impellam shareholders on the register of members as of Dec. 15 will be entitled to receive the interim dividend of 55.9 pence (approximately 70 cents US) per Impellam share. Prior to the effective date, the Impellam board also intends to declare a further cash dividend of 22.4 pence (approximately 28 cents US) per Impellam share and a noncash dividend equating to 56.1 pence (approximately 70 cents US) per Impellam share.

Ashcroft said he was “delighted” with the deal and noted that “significant value" has been created for Impellam shareholders. He continued, “Impellam shareholders will also stand to benefit from future returns attached to the nonconvertible loan notes, which have a potential yield in excess of 20%, and the convertible loan notes, which may also convert into equity and allow Impellam shareholders to access any equity upside created by the combination.”

The companies said that the combination, with more than €7 billion (US$8.44 billion) in spend under management in 2022, will unlock accelerated growth opportunities in North America, UK, Europe and APAC.

HeadFirst believes Impellam represents an attractive opportunity to invest in one a managed services providers and a STEM workforce and recruitment group.

SIA spoke with Thomas Kardos, managing partner at Blackwood Capital, joint financial adviser to HeadFirst and Bidco, for details on the continued deadline extensions for HeadFirst to make an offer.

“The parties operate on three different continents and needed advisors working in those various jurisdictions on the usual combination of due diligence and legal documentation,” Kardos said. “Because the transaction leaked, the Takeover Code imposes a 28-day put-up/shut-up deadline, which was extended several times by Impellam to allow the work between HeadFirst, Impellam and the advisors to proceed. Without a leak, the parties could have worked together until we were ready to announce.”

He continued, “Despite the number of extensions, both sides were at all times working cooperatively toward a recommended announcement.”

HeadFirst envisages that the key executive management of Impellam — namely Julia Robertson (current CEO of Impellam) and Tim Briant (current CFO of Impellam) — will join the board of directors of the combined group CEO and group CFO, respectively.

They will work alongside board members Marion Van Happen, who will also continue as CEO of HeadFirst Group; Han Kolff, who will be nonexecutive chairman; and nonexecutive directors Koen Bekkering and Boyd Sleeman.

“We are looking forward to joining forces with HeadFirst to create a larger, more digitally enabled and diverse service offering with increased geographic reach,” Robertson said. “The combined strength of market leading brands, cultures and people balanced with technology of the enlarged group will enhance our proposition to solve customers’ workforce challenges in the UK, Europe, North America and APAC whilst also providing greater career opportunities for colleagues.”

Kolff added, "This merger will be transformational, building on the complementary strengths of Impellam and HeadFirst. Together we will become a global leader in mission-critical talent enabling us to service our customers, suppliers and professionals in an unrivalled manner. A very exciting journey ahead with ample opportunities for our teams, leveraging HR tech depth and geographic reach further and faster."

There are currently no changes to how Impellam Group and HeadFirst Group operate day to day.