UK-based staffing firm Impellam Group is set to be acquired in a landmark deal that was agreed to today.

The deal values the issued share capital of Impellam at approximately £483.2 million.

The boards of Heather Global plc (Bidco), HeadFirst Global B.V. and Impellam Group plc announced they have reached 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, post announcement by Impellam majority shareholder Lord 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 several 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 15 December 2023 will be entitled to receive the interim dividend of 55.9 pence per Impellam share. Prior to the effective date, the Impellam Board also intends to declare a further cash dividend of 22.4 pence per Impellam share and a non-cash dividend equating to 56.1 pence per Impellam share.

Impellam is majority owned by Michael Ashcroft, a British businessman who was formerly deputy chair of the UK Conservative Party. He 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 non-convertible 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 over €7 billion spend under management (in 2022), will unlock accelerated growth opportunities in North America, UK, Europe and APAC.

HeadFirst believes that Impellam represents an attractive opportunity to invest in one of the leading Managed Services Providers (MSP) in the world and a leading STEM (data, life-sciences, tech & engineering) workforce and recruitment group in the UK.

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

Kardos said of the transaction,  “The parties operate on three different continents, and needed advisers working in those various jurisdictions on the usual combination of due diligence and legal documentation.  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 advisers to proceed.  Without a leak, the parties could have worked together until we were ready to announce.”

"Despite the number of extensions, both sides were at all times working cooperatively toward a recommended announcement” Kardos added.

 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 non-executive chairman, and non-executive directors Koen Bekkering and Boyd Sleeman..

Robertson said, “We are looking forward to joining forces with HeadFirst to create a larger, more digitally enabled, and diverse service offering with increased geographic reach. 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. Impellam and HeadFirst will continue to deliver their services to customers, suppliers, and professionals.