Toronto, Ontario– July 28, 2015 – Retained executive search firm The Caldwell Partners International Inc. (CWL.TO) (“Caldwell Partners”) today announced that its Special Committee and its Board of Directors, after consulting with its financial and legal advisors, has responded to the July 24, 2015, letter from DHR International.
The following is the text of the letter that was sent on July 28, 2015, to David Hoffmann, Chairman of the Board of DHR International, Inc.:
July 28, 2015
David H. Hoffmann
Chairman
DHR International, Inc.
71 South Wacker Drive, Suite 2700
Chicago, IL 60606
Dear Mr. Hoffmann,
I am writing to you again on behalf of the Special Committee and the Board of Directors of The Caldwell Partners International, Inc. (“Caldwell Partners”) in response to your most recent letter of July 24, 2015.
In your letter, you make several accusations regarding the Board’s fiduciary duties and enumerate a number of requests regarding the Board’s review process. Rest assured that the Caldwell Partners Board is well aware of its fiduciary duties and is confident that it is fully compliant. Accordingly, the Board does not intend to respond to you on any of these matters.
DHR’s interest in Caldwell Partners – both as a destabilizer and as a potential acquirer – is at odds with the interest of our corporation and its various constituencies, including our shareholders. Indeed it is difficult, if not impossible, to treat your recent subversive recruiting activities as anything but disruptive attempts that could adversely affect shareholder value.
What is further frustrating is that you are ignoring the impact that your continued advances could cause on the business you wish to acquire. Our Board was copied on a letter sent directly to you on July 16, 2015, from and signed by each and every one of our 37 partners. The letter states unequivocally that none of the 37 partners wish to work for an entity controlled by DHR, and that any transaction that accomplishes this would be “an empty one void of significant producers and shareholder value will be destroyed”. It is my understanding that the letter was written, and consensus on it obtained, exclusively from the partners themselves. I am attaching it again for your reference.
It is the job of our Board of Directors to do what is in the best interest of the corporation and to protect and enhance the investment of all our shareholders. As such, it is incumbent upon us to decline any further invitation to meet with you regarding an acquisition of Caldwell Partners by DHR.
Sincerely,
G. Edmund King
Chairman, The Caldwell Partners Board of Directors
The following is the text of the letter sent by Caldwell Partner’s 37 partners to Mr. Hoffmann on July 16, 2015:
July 16, 2015
David H. Hoffmann
Chairman
DHR International, Inc.
71 South Wacker Drive, Suite 2700
Chicago, IL 60606
Mr. Hoffmann:
As you know, our board has unanimously determined not to pursue discussions with your firm about a possible business transaction. As partners of the firm we’d like to go on record with a declaration of our full support for this response. We are not interested in being part of DHR or part of a company controlled by DHR.
For you to fully understand our position, however, we feel it’s necessary for us to explain what Caldwell Partners means to us.
Doug Caldwell founded this firm in 1970, and founded it on a very lofty set of values. Since then the Caldwell Partners brand has stood for results, personal service and long-term relationships. For some of us, it has been the place where we grew up and learned the business and our values. For others, it has been an oasis – a refuge from the market constraints, policies and politics of the big firms; a place with transparent and inclusive decision making, a fully transparent compensation plan and a place with a brand that competes at the highest echelons of our industry. For all of us, Caldwell Partners is the place we want to be and have chosen to be. We all have an opportunity here to be shareholders and many are. Our personal brands fit hand in glove with what Caldwell Partners has become.
Our mission states that ‘by providing superior service, results, and value to our clients and candidates, we will be the most effective, innovative, and respected executive search firm and a world leader in our industry.’ This is a sentiment we take seriously, and all decisions are weighed against two key criteria: whether it is in the best interests of our clients, and whether it will bring increased value to our shareholders.
We don’t believe further discussions of a potential transaction with DHR help us uphold either of those criteria. The professional services industry is one in which the most valuable assets walk in and out of the door every day. We understand full well that what is at stake here is not the value of Caldwell’s shares – and the greatest majority of us are shareholders, so that’s not something we take lightly. Rather, it is the value of our firm, our culture, and the unique environment that allows us to be the best we can be for our clients, our shareholders and each other. Our recent results and organic growth announcements confirm we are on a great path towards independently enhancing our value to our stakeholders.
The bottom line is, we love our firm, we love our leadership, and we love our incentives and do not want to see any changes in either ownership or structure that will take away what we see as a very bright future that does not include any involvement with DHR. Our two venerable firms are more valuable as separate entities. Our partners have no intention of marrying our personal brands to DHR. As such, any transaction will be an empty one void of significant producers and shareholder value will be destroyed. Please take consideration of the above as you pursue your interest in Caldwell Partners.
Sincerely,
The undersigned
Matthew Andrews
Michael Ballenger
Todd Bennett
Jim Bethmann
Scott Bilby
Kelly Blair
John Blank
Glenn Buggy
Gerry Cameron
Mercedes Chatfield-Taylor
Christopher Coe
Rodes Cole
Michael DeCosta
Darin DeWitt
Andrew Duncan
Jodie Emery
Jeff Freeborough
Les Gombik
Kristin Hebert
Paul Heller
Suzanne Heske
Constance Kassouf
Michael Kelly
Jeff Lemming
Neal Maslan
Paul Medaglia
Sean McLean
Avo Oudabachian
Harry Parslow
Elan Pratzer
Drew Railton
Peter Reed
Heather Ring
John Strackhouse
Denise Tobin
John Wasley
Dave Winston
cc: Board of Directors, The Caldwell Partners International, Inc.
About Caldwell Partners
Caldwell Partners is a leading international provider of executive search and has been for more than 40 years. As one of the world’s most trusted advisors in executive search, the firm has a sterling reputation built on successful searches for boards, chief and senior executives, and selected functional experts. With offices and partners across North America, Latin America and in London, the firm takes pride in delivering an unmatched level of service and expertise to its clients. Caldwell Partners’ Common shares are listed on The Toronto Stock Exchange (TSX: CWL). Please visit our website at www.caldwell.com for further information.
Forward-Looking Statements
Forward-looking statements in this document are based on current expectations that are subject to significant risks and uncertainties. Actual results might differ materially due to various factors such as the competitive nature of the executive search industry, the ability of the company to execute its growth strategies, the performance of the Canadian domestic and international economies, and the company’s ability to retain key personnel. The Caldwell Partners assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements.
For further information, please contact:
Investors & Analysts:
Chris Beck, CPA, Chief Financial Officer
The Caldwell Partners International
cbeck@caldwellpartners.com
+1 617 934 1843
Media:
Caroline Lomot, Director of Marketing
The Caldwell Partners International
clomot@caldwellpartners.com
+1 516 830 3535
