Star Equity Holdings, Inc. · NASDAQ:STRR
Star Equity — Merger or Acquisition (May 2025)
21 slides from Star Equity's merger presentation, May 22, 2025
Slide 1: Proposed Merger
Exhibit 99.2 Proposed Merger (Nasdaq: HSON) (Nasdaq: STRR, STRRP) Proposed Merger Expected to Increase Scale, Accelerate Growth, and Create Value for Stockholders May 21, 2025
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this presentation that are not statements
Slide 3: Participants in the Solicitation
PARTICIPANTS IN THE SOLICITATION Hudson, Star, and their respective directors and certain of their executive officers and employees may be considered participants in the solicitation of proxies from Hudson’s stockholders with respect to the proposed merger transaction under the rules of the SEC. Inf
Slide 4: Transaction Highlights
TRANSACTION HIGHLIGHTS Creates larger multi-sector holding company on better path to eventually getting added to Russell 2000 • “Snowball effect” of a larger company being better able to make acquisitions to increase size and scale Scale • NewCo better positioned to execute on this strategy and crea
Slide 5: NewCo Consolidated Growth Goals
NEWCO CONSOLIDATED GROWTH GOALS (1) (2) PF Adj. EBITDA 2024 Adj. EBITDA 2030E Key Assumptions: $40M+ Adj. EBITDA scenario in 2030 based on organic growth only Margin expansion from: $6.4M >$40M Organic growth Corporate cost synergies across all operating + economies of scale businesses • Elimination
Slide 6: NewCo's Larger Size → Shareholder Value Creation
NEWCO’S LARGER SIZE → SHAREHOLDER VALUE CREATION (1) Inherent disadvantages of being a micro-cap : Negatives of being a micro-cap vs a larger-cap stock: 1. High public company costs as a % of revenue Lower valuations / multiples 1 2. Limited access to capital 3. Smaller investor bases & lack of anal
Slide 7: Strategic Rationale
STRATEGIC RATIONALE Merger Benefits Diversifies revenues Both Companies benefit from greater revenue diversification (1) Pro-forma annualized revenues of $210 million Increases size and scale (vs FY 2024 $140.1 million) (vs FY 2024 $53.4 million) (2) Accretive to earnings Combined annualized savings
Slide 8: Benefits of NewCo's Holding Company Structure
BENEFITS OF NEWCO’S HOLDING COMPANY STRUCTURE NewCo corporate team will function somewhat like a private equity firm: responsible for M&A, strategy, capital allocation, and public company duties, allowing Hudson RPO management team + Star OpCo management teams to focus on operations and growth oppor
Slide 9: Appendix
Appendix
Slide 10: Transaction Details
TRANSACTION DETAILS Transaction Process Transaction Terms Star will merge with and into a wholly owned Stock-for-stock transaction subsidiary of Hudson, and Hudson will be the 1 1 surviving public entity Hudson to acquire all outstanding common shares of Star, issuing 0.23 common shares of HSON for
Slide 11: NewCo Reporting Segments
NEWCO REPORTING SEGMENTS (1) Reporting Segments Building Business Business Building Business Solutions Services Services Solutions Services + Future bolt-on acquisitions + Future bolt-on acquisitions Real Estate Energy Assets Business Business Investments Services Services Services Other + Future bo
Slide 12: NewCo Pro-Forma Financial Profile
NEWCO PRO-FORMA FINANCIAL PROFILE 2022 – 2024 PF (1) (2)(3) Historical Performance by Division Adj. EBITDA Range Footnotes: Building Solutions $5.3M – $11.7M (1) Excludes pro-forma corporate overhead Business Services $4.3M – $20.1M and public company costs of approx. $7.1M. (2) 2022-2024 Adj. EBITD
Slide 13: About Star Equity Holdings
ABOUT STAR EQUITY HOLDINGS Star Equity Holdings is a diversified holding company with three divisions: Building Solutions Financial Highlights Maine / New England Minneapolis-St Paul Area Colfax, WI Designs and manufactures modular Designs and manufactures wall panels and Designs and manufactures ho
Slide 14: Star Operating Companies – Future Goals
STAR OPERATING COMPANIES – FUTURE GOALS Building Solutions Division Energy Services Division ✓ Increase KBS’s modular manufacturing capacity ✓ Strategic investments to meet rising demand for ADT’s and output services, expand its operational capacity, service more rigs, and unlock substantial revenue
Slide 15: About Hudson Global
ABOUT HUDSON GLOBAL Hudson Global owns and manages Hudson RPO, a leading global total talent solutions provider Hudson RPO partners with talent acquisition, HR, and procurement leaders around Financial Highlights the world to build diverse, high-impact teams, and drive business success $140.1M $70.2
Slide 16: Hudson RPO – Future Goals
HUDSON RPO – FUTURE GOALS Hudson RPO Management’s Performance Goals: Adj. Net Adj. EBITDA Revenue Interim We believe Goal #1 can be achieved organically in the next $100 million $20 million few years Goal #1 We believe Goal #2 timeline could be accelerated Longer-Term $200 million $50 million signif
Slide 17: Reconciliation of Non-GAAP Financials
RECONCILIATION OF NON-GAAP FINANCIALS Reconciliation of Net Loss to Pro-Forma Adjusted EBITDA 1. Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amortization, (In millions, unaudited)
Slide 18: Reconciliation of Non-GAAP Financials: Business Services
RECONCILIATION OF NON-GAAP FINANCIALS Business Services Reconciliation of Net Income to Adjusted EBITDA excluding Corporate Costs (In millions, unaudited) For The Twelve Months Ended December 31, 2022 2024 1. Non-GAAP earnings before interest, income taxes, and depreciation and amortization (“EBITDA
Slide 19: Reconciliation of Non-GAAP Financials: Building Solutions
RECONCILIATION OF NON-GAAP FINANCIALS Building Solutions Reconciliation of Net Income to Adjusted EBITDA 1. Non-GAAP earnings before interest, income taxes, and depreciation and (In millions, unaudited) amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, depreciation and amo
Slide 20: Reconciliation of Non-GAAP Financials: Energy Services
RECONCILIATION OF NON-GAAP FINANCIALS Energy Services 1. Non-GAAP earnings before interest, income taxes, and depreciation and Reconciliation of Net Income to Adjusted EBITDA amortization (“EBITDA”) and non-GAAP earnings before interest, income taxes, (In millions, unaudited) depreciation and amorti
Slide 21: Contact Us
CONTACT US Company ir@hudsonrpo.com admin@starequity.com Investor Relations The Equity Group Inc. Lena Cati 212-836-9611 lcati@theequitygroup.com
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