HIRE Technologies acquires Taylor Ryan 2020-12-18 14:22 ET - News Release
Mr. Simon Dealy reports
HIRE TECHNOLOGIES COMPLETES A SECOND DECEMBER ACQUISITION - ACQUIRES TAYLOR RYAN, ADDING $1.0 MILLION OF EBITDA
Hire Technologies Inc. has acquired all of the issued and outstanding shares of Taylor Ryan Inc. and TR Partners Inc., entities that jointly operate Taylor Ryan Executive Search Partners. The acquisition was completed pursuant to the terms of a share purchase agreement dated effective Dec. 17, 2020, between the company and the indirect shareholders of Taylor Ryan and TR Partners, each of which is arm's length to the company.
The purchase price for the acquisition is payable as to 80 per cent in cash and as to 20 per cent in common shares of the company and was based on the anticipated EBITDA (earnings before interest, taxes, depreciation and amortization) of Taylor Ryan as at the two-year anniversary of closing. Accordingly, the purchase price is subject to adjustment in the event the EBITDA of Taylor Ryan is greater than or less than certain prescribed thresholds. The entire leadership team of Taylor Ryan will be continuing in the business following the acquisition.
"We are excited to welcome Taylor Ryan to our network of brands and conclude 2020 with a second acquisition in one month," commented Simon Dealy, chief executive officer of Hire. "Taylor Ryan is well recognized for staffing solutions in construction and real estate, strengthening our presence in these verticals. We are delighted with the opportunity to have their highly dedicated and strong team added to Hire Technologies."
Taylor Ryan is headed by Gavin Ryan and Julie Taylorson, who have built extensive connections to marquee brands in real estate and construction. They work alongside an industry-expert team to provide quality executive search, contingency recruitment and human resource management services to this niche market.
Gavin Ryan, managing partner at Taylor Ryan, noted: "The whole team at Taylor Ryan Executive Search Partners is excited to be joining the Hire Technologies family. As we continue to grow, Taylor Ryan will greatly benefit from Hire's infrastructure, technology and capital. We are excited to be part of a national network and to have even more time and resources to focus on our clients and candidates."
Vancouver-based Taylor Ryan generated $1.6-million in revenue and $1-million in EBITDA for the trailing 12 months ended Nov. 30, 2020.
As partial payment of the purchase price due at closing, the company issued to the vendors an aggregate of 1,031,368 Hire common shares at a deemed price of 79.7 cents per share.
Pursuant to applicable securities legislation, the consideration shares will be subject to a hold period of four months and one day from closing. In addition, the vendors have entered into a lock-up agreement restricting the resale of consideration shares for a period of 24 months from the date of issue.
In accordance with the terms of the share purchase agreement, additional consideration shares, if any, will be issued at a deemed price equal to the greater of: (i) the 10-trading-day volume-weighted average price of Hire's common shares for the period ending on the second anniversary of the closing date; and (ii) 69cents, representing the discounted market price, as such term is defined in the policies of the TSX Venture Exchange, of Hire's common shares on the last trading day immediately prior to the closing date, up to a maximum of 1,362,318 Hire common shares.
About Hire Technologies Inc.
Hire Technologies is building a network of staffing, IT (information technology) and HR (human resources) consulting firms. The company helps its partners navigate the changing world through growth solutions, focusing on digital transformation. The company's partnership model emphasizes Hire's brands' identity and independence and provides the resources, support and expertise to take their businesses further. Hire offers valuable advice and insights to its clients while delivering innovative solutions, enhancing their HR teams and connecting them with the best people for their business.
About Taylor Ryan
Taylor Ryan is a Vancouver-based boutique consulting firm focused on providing retained search, contingency recruitment and human resource management solutions to its clients within specialist industry sectors across Canada and the Pacific Northwest.
We seek Safe Harbor.
© 2020 Canjex Publishing Ltd. All rights reserved.