Toronto – December 22, 2020 – 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.caldwell.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.
For further information, please contact:
Investors:
Chris Beck, CPA, Chief Operating and Financial Officer
cbeck@caldwellpartners.com
+1 (617) 934-1843
Media:
Caroline Lomot, Director of Marketing
clomot@caldwellpartners.com
+1 (516) 830-3535
