Australian job board Seek has entered into a Scheme Implementation Deed with Xref, an Australian-based HR and recruitment technology company that offers a range of reference and pre-employment checks.

The Deed confirms Seek’s proposal, announced on 14 October 2024, to acquire all issued ordinary shares of Xref for AUD 0.218 (USD 0.14) per share in cash through a scheme of arrangement. Seek has also declared the offer price as its best and final in the absence of a competing proposal.

Seek said the acquisition of Xref would address a clear customer need not currently met in the job board’s product offering and, more broadly, accelerate the company’s strategy of enhancing trust in its employment marketplace. The acquisition will be funded from Seek’s existing debt facilities.

The Xref Board has informed Seek that it unanimously recommends Xref shareholders vote in favour of the arrangement. Each Xref director plans to vote their shares in favour, provided no superior proposal arises, and an independent expert confirms that the arrangement is in the best interests of Xref shareholders.

The Scheme Implementation Deed is subject to customary conditions, including Xref shareholder approval, court approval, no material adverse change and no prescribed occurrences. It is not subject to due diligence or financing. The Deed also contains exclusivity provisions (including matching rights in favour of Seek if there is a competing proposal that Xref considers to be a superior proposal) and reciprocal break fees payable in certain circumstances.

Xref and Seek are targeting implementation of the Scheme Implementation Deed in the first quarter of the 2025 calendar year.