Hudson Global and Star Equity Complete Merger, Form Diversified Holding Company.

• Hudson Global and Star Equity Holdings complete merger • Form larger, diversified holding company • Hudson Global stock continues trading under HSON symbol • Increased size and diversified revenue streams • Improved profitability expected • Total talent solutions company • Diversified holding company • Merger approved by stockholders • Trading continues under HSON symbol • Improved financial outlook expected

Hudson Global (NASDAQ: HSON) and Star Equity Holdings have successfully completed their previously announced merger, forming a larger, diversified holding company. The newly merged entity will continue to trade under the HSON ticker initially, with plans to change to STRR in the coming weeks. Under the merger terms, Star's common stockholders received 0.23 shares of Hudson Global common stock per share, while preferred stockholders received one-for-one shares of Hudson Global's new 10% Series A Cumulative Perpetual Preferred Stock [1].

The combined company boasts pro-forma annualized revenues of $210 million and will operate across four segments: Building Solutions, Business Services (Hudson RPO), Energy Services, and Investments. The merger enables utilization of Hudson Global's substantial $240 million U.S. federal net operating losses (NOL) and positions the company for potential inclusion in the Russell 2000 index [1].

Jeff Eberwein will serve as CEO, with Rick Coleman as COO, overseeing a seven-member board. The merger creates a diversified holding company with $210M revenue, better NOL utilization potential, and improved scale/diversification benefits. The completed merger between Hudson Global and Star Equity Holdings represents a strategic corporate restructuring that transforms Hudson into a more diversified holding company with four distinct business segments [1].

The transaction mechanics involved Star common shareholders receiving 0.23 shares of Hudson common stock per Star share, while Star preferred shareholders received a one-for-one exchange into Hudson's new 10% Series A Cumulative Perpetual Preferred Stock. From a financial perspective, the combined entity now has $210 million in pro-forma annualized revenues, creating substantial scale advantages. Perhaps more significantly, the merger enhances the potential for Hudson to utilize its $240 million in U.S. federal net operating losses (NOLs), which represents a valuable tax asset that could significantly reduce future tax obligations as the more diversified business generates profits [1].

The transaction's strategic rationale centers on three key value drivers: increased scale (enhancing potential Russell 2000 index inclusion), greater revenue diversification across multiple sectors, and improved overall profitability profile. The new corporate structure organizes operations into Building Solutions, Business Services (Hudson RPO), Energy Services, and Investments segments, preserving the underlying business operations while gaining holding company efficiencies [1].

The management continuity with Jeff Eberwein as CEO and Rick Coleman as COO, combined with a board composed predominantly of independent directors (six of seven members), suggests strong governance foundations for the new entity as it pursues its diversified holding company strategy. The planned name change to Star Equity Holdings indicates the company is embracing a new corporate identity aligned with its expanded business portfolio [1].

The completion of the transaction followed the satisfaction of all conditions to the Closing of the Merger, including approvals by the stockholders of both Hudson Global and Star. As a result of the Merger, former Star common stockholders received approximately 744,291 shares of Hudson Global common stock for their Star common shares and former Star preferred stockholders received approximately 2,690,637 shares of Hudson Global Series A preferred stock. No fractional shares of Hudson Global common stock were issued in the Merger, and Star stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement [1].

Hudson Global, Inc. is a diversified holding company currently composed of four business divisions: Building Solutions, Business Services, Energy Services, and Investments. The merger is expected to have no material impact on clients, employees, or brand names of any of the operating businesses [1].

References:
[1] https://www.stocktitan.net/news/HSON/hudson-global-and-star-equity-holdings-announce-closing-of-wvfij81ozc05.html