HHGP Hudson Highland Grp., Inc. (MM)

Hudson Highland Group Adopts Stockholder Rights Plan Hudson Highland Group, Inc. (NASDAQ:HHGP), one of the world's leading providers of specialized professional staffing, retained executive search and human capital solutions, today announced that its Board of Directors adopted a stockholder rights plan. The stockholder rights plan includes the declaration of a dividend of one preferred share purchase right on each outstanding share of the company's common stock. The issuance of the rights under the stockholder rights plan will be made on February 28, 2005 to stockholders of record as of the close of business on that date. The rights are designed to enable all of Hudson Highland Group stockholders to realize the full long-term value of their investment and to provide for fair and equal treatment for all stockholders in the event that an unsolicited attempt is made to acquire Hudson Highland Group. Hudson Highland Group believes that the plan will help to protect stockholders against abusive takeover tactics that may be used to gain control of a company without paying a price that is in the best interest of all stockholders. The rights plan was not adopted in response to any known offers for Hudson Highland Group and is similar to stockholder rights plans adopted by many other companies. The rights will be exercisable only if a person or group acquires 15 percent or more of the company's common stock or announces a tender offer, consummation of which would result in ownership by a person or group of 15 percent or more of the common stock. Each right will initially entitle stockholders to buy one one-hundredth of one share of a series of the company's preferred stock at an initial exercise price of $60 per one one-hundredth share, subject to adjustment. The exercise price was established giving effect to the two-for-one stock split of the company's common stock announced today. If any person becomes a 15 percent or more stockholder of the company, each right (subject to certain limitations) will entitle its holder to purchase, at the rights' then-current exercise price, a number of common shares of the company or of the acquiror having a market value at the time of twice the right's per share exercise price. Hudson Highland Group's Board of Directors may redeem the rights for $0.001 per right at any time prior to the time when the rights become exercisable. Unless the rights are redeemed, exchanged or terminated earlier, they will expire on February 28, 2015. Additional details regarding the rights plan are contained in a Form 8-K to be filed by Hudson Highland Group with the Securities and Exchange Commission and in a summary to be mailed to all stockholders following the record date. In addition, a summary of the rights plan can be viewed by visiting the company's website at http://www.hhgroup.com/ . Hudson Highland Group Hudson Highland Group offers a full suite of specialized professional staffing, retained executive search and human capital solutions worldwide. The company employs approximately 3,800 professionals serving clients and candidates in more than 20 countries through its Hudson and Highland Partners businesses. More information about Hudson Highland Group is available at http://www.hhgroup.com/ . Safe Harbor Statement 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 risks and uncertainties that could cause actual results to differ materially from those described in the forward- looking statements. These factors include, but are not limited to, the impact of global economic fluctuations on temporary contracting operations; the cyclical nature of the company's executive search and mid-market professional staffing businesses; the company's ability to manage its growth; risks associated with expansion; the company's reliance on information systems and technology; competition; fluctuations in operating results; risks relating to foreign operations, including foreign currency fluctuations; dependence on highly skilled professionals and key management personnel; the impact of employees departing with existing executive search clients; risks maintaining professional reputation and brand name; restrictions imposed by blocking arrangements; exposure to employment-related claims, and limits on insurance coverage related thereto; government regulations; the company's ability to successfully operate as an independent company and the level of costs associated therewith; and restrictions on the company's operating flexibility due to the terms of its credit facility. Additional information concerning these and other factors is contained in the company's filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this press release. The company assumes no obligation, and expressly disclaims any obligation, to update any forward-looking statements. DATASOURCE: Hudson Highland Group, Inc. CONTACT: Richard W. Pehlke of Hudson Highland Group, +1-212-351-7285, ; John D. Lovallo, Ogilvy Public Relations Worldwide, +1-212-880-5216, Web site: http://www.hhgroup.com/ x

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