LONDON, UK: Heather Global plc, a subsidiary of HeadFirst Global B.V., and Impellam Group plc have reached agreement on the terms of a recommended offer to which Heather Global will acquire the entire issued and to be issued share capital of Impellam Group.

 The cash consideration of 557.2 pence, the Loan Note Consideration of 392.8 pence and the aggregate amount of the Dividends of 22.4 pence, together the “Total Shareholder Proceeds”, aggregate to 1,084.4 pence per Impellam Share.

The total shareholder proceeds value the entire issued share capital of Impellam at approximately £483.2 million. The acquisition is expected to be effected by means of a Court-sanctioned scheme of arrangement.

HeadFirst Global is a pan-European provider of HR technology solutions, serving clients across continental Europe from its offices in the Netherlands and Belgium.

Since the foundation of HeadFirst in 1995, HeadFirst has been growing both organically and through acquisitions. In 2022, funds managed by IceLake provided additional capital to HeadFirst to further support and accelerate growth, including targeting larger value-accretive acquisitions, and became its majority investor.

HeadFirst believes that Impellam represents an attractive opportunity to invest in one of the leading MSPs in the world and a leading STEM workforce and recruitment group in the UK. There is compelling strategic rationale for the combination between HeadFirst and Impellam.

Han Kolff, Chair of HeadFirst, said: “This merger will be transformational, building on the complementary strengths of Impellam and HeadFirst. Together we will become a global leader in mission-critical data, tech and engineering talent enabling us to service our customers, suppliers and professionals in an unrivalled manner. There is a very exciting journey ahead with ample opportunities for our teams, leveraging HR tech depth and geographic reach further and faster.”

Lord Ashcroft, Chairman of Impellam, said: “I am delighted that the Acquisition consideration per Impellam Share, the dividends that have been declared whilst the Company has been in an Offer Period and the dividends that the Impellam Board intends to declare before the Acquisition completes altogether total nearly £13 per Impellam Share, three times the closing price of £4.26 per Impellam Share on 11 April 2022, the day before I announced my intention to sell my shareholding. 

On completion of the Acquisition, not only will significant value have been created for Impellam Shareholders, but the combined strengths of Impellam and HeadFirst will create a market leading, more digitally enabled, diverse service offering with increased geographic reach which will benefit all our global colleagues, customers, candidates and suppliers.

Impellam Shareholders will also stand to benefit from future returns attached to the Non-Convertible Loan Notes, which have a potential yield in excess of 20 per cent., and the Convertible Loan Notes, which may also convert into equity and allow Impellam Shareholders to access any equity upside created by the combination.”

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