TORONTO, Dec. 22, 2020 /CNW/ - Retained executive search
firm Caldwell (TSX: CWL) today announced it has signed a definitive
agreement to acquire 100% of the shares of IQTalent Partners with
an anticipated close date of December 31,
2020. Based in Nashville,
Tennessee and operating primarily in North America, IQTalent Partners is a
technology-driven talent acquisition and executive search firm
offering consulting, candidate sourcing, candidate research, and
full lifecycle recruiting. The companies will combine to create a
technology-powered talent acquisition firm specializing in
recruitment at all levels, driving growth and increased
profitability for both.
The acquisition-related consideration will be funded with cash
on hand and the issuance of new shares and structured as
follows:
- The issuance of 5,101,138 new shares of Caldwell's common stock
at close priced at $0.91 (CAD) per
share equal to approximately $0.71
(USD) per share for a value of approximately $3.6 million (USD). The shares are subject to a
mandatory three-year hold period prior to selling and represent
approximately 20% of the post-issuance shares of Caldwell.
- $3.0 million (USD) in cash
payable by January 15, 2021.
- $0.75 million (USD) aggregate
recognition and retention bonus pool allocated to the non-selling
shareholder employees of IQTalent Partners, payable at the end of
one year and dependent on each respective employee remaining
employed.
- $3.0 million (USD) payable at the
end of two years and dependent on the respective selling
shareholders remaining employed.
- $0.6 million (USD) cash
contingent on revenue and profitability performance of IQTalent
Partners' business during the second year following close and
dependent on the respective selling shareholders remaining
employed.
About Caldwell
At Caldwell we believe Talent Transforms. As a leading
provider of executive talent, we enable our clients to thrive and
succeed by helping them identify, recruit and retain their best
people. Our reputation–50 years in the making–has been built on
transformative searches across functions and geographies at the
very highest levels of management and operations. We leverage our
skills and networks to also provide agile talent in the form of
flexible and on-demand advisory solutions for companies looking for
support in strategy and operations. With offices and partners
across North America, Europe and Asia
Pacific, we take pride in delivering an unmatched level of
service and expertise to our clients.
Caldwell's Common shares are listed on The Toronto Stock
Exchange (TSX: CWL). Please visit our website at
www.caldwellpartners.com for further information.
About IQTalent Partners
IQTalent Partners, Inc., is a talent acquisition and executive
search firm offering consulting, candidate sourcing, candidate
research, and full lifecycle recruiting to its clients. It uses a
unique on-demand business model in which IQTP augments the client's
in-house talent acquisition team in a partnership without
commissions or long-term contracts. Founded in 2009 with a mission
to find a better, more cost-effective, and efficient way for
organizations and candidates to find a match, the company has
partnered with more than 300 corporations from Fortune 500s to
startups.
SOURCE The Caldwell Partners International Inc.