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Caldwell Partners International Inc (The)
Symbol CWL
Shares Issued 20,404,552
Close 2020-12-22 C$ 0.95
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Caldwell Partners to acquire IQTalent Partners

2020-12-22 22:16 ET - News Release

Mr. Chris Beck reports

CALDWELL ACQUIRES IQTALENT PARTNERS, INC.

The Caldwell Partners International Inc. has signed a definitive agreement to acquire 100 per cent of the shares of IQTalent Partners Inc. with an anticipated close date of Dec. 31, 2020. Based in Nashville, Tenn., 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 life cycle 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 financed 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 91 Canadian cents per share equal to approximately 71 U.S. cents per share for a value of approximately $3.6-million (U.S.); the shares are subject to a mandatory three-year hold period prior to selling and represent approximately 20 per cent of the postissuance shares of Caldwell;
  • $3.0-million (U.S.) in cash payable by Jan. 15, 2021;
  • $750,000 (U.S.) 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 (U.S.) payable at the end of two years and dependent on the respective selling shareholders remaining employed;
  • $600,000 (U.S.) 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 The Caldwell Partners International Inc.

At Caldwell, it believes talent transforms. As a leading provider of executive talent, it enables its clients to thrive and succeed by helping them identify, recruit and retain their best people. Its 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. The company leverages its 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, it takes pride in delivering an unmatched level of service and expertise to its clients.

Caldwell's common shares are listed on the Toronto Stock Exchange (TSX: CWL).

About IQTalent Partners Inc.

IQTalent Partners is a talent acquisition and executive search firm, offering consulting, candidate sourcing, candidate research and full life cycle 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 start-ups.

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