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Star Equity Holdings Enters into Merger Agreement to Acquire Harte Hanks

Star Equity Holdings Enters into Merger Agreement to Acquire Harte

Star Equity Holdings, Inc.August 17, 20263
Star Equity Holdings Enters into Merger Agreement to Acquire Harte Hanks

About this update from Star Equity Holdings, Inc.

Transaction Expands Star's Business Services Platform, Enhances Revenue Diversity, and is Expected to Drive Significant Cost Synergies and Earnings Accretion Harte Hanks Stockholders to Receive $5.00 per Share, Consisting of Cash and Star Preferred StockOLD GREENWICH, Conn. - Star Equity Holdings, Inc. ('Star') (Nasdaq: STRR; STRRP), a diversified holding company, announced today that it has entered into a merger agreement (the 'Merger Agreement') to acquire Harte Hanks, Inc. (the 'Merger') ('Harte Hanks') (Nasdaq: HHS), a global customer experience and business process outsourcing company (together with Star, the 'Companies'). Following the effectiveness of the Merger, Harte Hanks will continue to operate under the Harte Hanks brand, and its operations are expected to be reported within Star's Business Services division. The terms of the Merger have been approved by the Boards of Directors of Star and Harte Hanks. Closing is subject to the affirmative vote of Harte Hanks stockholders at a special meeting to be held later this year, the effectiveness of a registration statement on Form S-4 registering the Star preferred stock to be issued as Merger consideration, and other closing conditions. The merger agreement also provides for a 30-day go-shop period during which Harte Hanks may solicit and evaluate alternative acquisition proposals, subject to Star's customary matching rights and a customary termination fee payable by either party in specified circumstances. Transaction DetailsJeff Eberwein, CEO of Star, said, 'We are excited to announce the signing of this merger agreement. Harte Hanks is a business we have followed for years, with a century-long heritage, blue-chip clients, and talented people. Our team has run this playbook before - bring a good operating business inside our holding company structure, remove duplicative public company and corporate costs, and let the operators focus on serving clients and growing the business. We believe that adding Harte Hanks to our Business Services division alongside Hudson Talent Solutions creates a scaled, diversified outsourcing platform, and that the cost savings and increased revenue diversity will generate considerable value to our shareholders over time.'Mr. Eberwein continued, 'Since Star converted to its holding company structure, our goal has been to acquire attractive businesses, either to complemen...

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