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Exec search firm Caldwell rejects DHR overture

July 15, 2015

The Caldwell Partners (TSX: CWL) on Tuesday refused to discuss a possible acquisition by fellow executive search firm DHR International Inc.

Discussions with DHR are not in the best interest of Caldwell’s shareholders, partners, employees or clients, Caldwell Chairman G. Edmond King wrote in a letter to DHR Chairman David Hoffman.

DHR broached the idea of an acquisition earlier this month. And the Chicago-based firm announced Monday that it upped its shareholding in Caldwell to 5.36% of common shares outstanding — making it the third-largest shareholder.

It would be a second acquisition for DHR which last month struck a deal to acquire troubled CTPartners Executive Search Inc.

Here is the text of Caldwell Partners’ letter to DHR:

“Dear Mr. Hoffmann,

“I am writing to you on behalf of the board of directors of The Caldwell Partners International Inc. (“Caldwell Partners”) in response to your letter of July 1, 2015, as well as our phone call on July 7, 2015, regarding your interest in pursuing a transaction between Caldwell Partners and DHR International, Inc. (‘DHR’). In keeping with its fiduciary obligations, our Board has established a Special Committee and retained financial and legal advisors to carefully consider and review your indication of interest.

“Since 1970, The Caldwell Partners brand has stood for results, personal service and long-term relationships. We have assembled a collection of experienced, senior search professionals — including 37 partners and dedicated teams to support them — each with specific knowledge of major industries at the very highest levels of management and operations. Our entrepreneurial culture enables our search teams to successfully work across a broad range of sectors, from early stage privately funded firms and foundations, to global organizations, institutions and all levels of government. Our people, and specifically our partners, are the essence of our firm.

“Importantly, and as like many firms of our size and nature, Caldwell Partners’ success is tied to the success of our partners, who collectively with management hold over 33% of the firm’s outstanding shares. As such, we have informed the partnership of your interest in pursuing a business combination. In response, our partners have expressed to us their significant concern and have made it clear that they would not be willing to be part of a firm controlled by DHR.

“After thorough consideration of your letter and our phone call and with the assistance of our advisors and the input of our partners, the Caldwell Partners board of directors and special committee have unanimously determined that pursuing discussions with DHR at this time is not in the best interest of the firm, its shareholders, partners, employees and clients. As a result, I believe it is not in Caldwell Partners’ best interest to arrange for you to meet with our board of directors. Such a meeting would have a destabilizing effect on our partners and would lead to the defection of a number of them, to the detriment of our firm and shareholders.

“Sincerely, G. Edmund King Chairman, The Caldwell Partners board of directors.”