- The Acquisition will expand HIRE’s service offering to include in-demand general labour staffing in Ontario.
- In calendar 2019, KTMR generated approximately $4,000,000 in revenue with EBITDA margins north of 7%.
- KTMR will continue to be operated by its founder, Steve Vincic, who will assume the role of Managing Director of KTMR.
- HIRE concurrently announces a non-brokered private placement to directly support the acquisition in the amount of $1,000,000.
Toronto, Ontario–(Newsfile Corp. – November 24, 2020) – HIRE Technologies Inc. (TSXV: HIRE) (“HIRE” or the “Company”), a company focused on modernizing and digitizing the fragmented staffing industry, is pleased to announce that it has entered into a definitive arm’s length share purchase agreement dated November 23, 2020 (the “Agreement”) with the shareholders of Kavin Talent Management & Recruiting (“KTMR” or the “Kavin Group”), to acquire all of the issued and outstanding shares of KTMR. KTMR offers staffing services for a wide range of industrial and health care roles in Southern Ontario and other Canadian jurisdictions.
“Kavin Talent Management & Recruiting has a strong and growing foothold in contract general labour staffing within Ontario and elsewhere in Canada,” commented Simon Dealy, CEO of HIRE. “We are broadening and adapting our solutions to meet the demands of the evolving employment market. I look forward to welcoming Steve and the staff at KTMR to the HIRE family and am pleased to add their robust line of solutions to our growing list of services.”
The purchase price is based on 5 times the business EBITDA for the trailing twelve month period ending on the second anniversary of the Closing of which $1,000,000, subject to closing working capital adjustment is to be paid by HIRE to the Vendors on closing. This amount is comprised of i) $800,000 in cash and ii) up to $200,000 in common shares of HIRE. The share price is calculated based on a deemed price of $0.622 per common share. The Vendors have agreed to a Vendor Guarantee under which they would pay back certain predefined amounts to HIRE within the four years after closing in the event that KTMR’s financial results do not meet prescribed thresholds. The Company will assume shareholder loans of KTMR due in November 2022.
“At the Kavin Group we are excited about the acquisition arrangement and our partnership with HIRE. Despite the current pandemic and economic outlook, the Kavin Group has strategically adapted to the new marketplace,” remarked Steve Vincic, Founder and President of the Kavin Group. “We anticipate that this partnership will lead to greater opportunities for technological growth and geographic expansion. The corporate cultures and values of both companies are strongly aligned. By engaging in this strategic partnership with HIRE Technologies, we are ensuring that we better serve businesses and candidates,” added Vincic.
Closing of the Acquisition is subject to customary closing conditions including receipt of any necessary corporate and regulatory approvals, including the approval of the TSXV.
Private Placement Financing
HIRE intends to complete a non-brokered private placement financing of up to $1,000,000 at $0.60 per unit (the “Concurrent Financing”) with each unit consisting of one common share and one half of one share purchase warrant with each whole warrant exercisable for one common share for a period of 24 months at $0.90 per common share.
The Company may pay eligible finders a fee consisting of: (i) a cash payment equal to 6.5% of the gross proceeds raised from the Concurrent Financing and (ii) non-transferable finders’ warrants entitling the holder to purchase that number of common shares as is equal to 6.5% of the units, in each case, attributable to units purchased by subscribers introduced to the Company by eligible finders (the “Finder Warrants”). Each Finder Warrant is exercisable for one common share at a price of $0.60 per common share until 24 months after Closing.
The Consideration Shares and all securities issued in connection with the Concurrent Financing will be issued pursuant to an exemption from applicable securities laws and be subject to a four-month and one day hold period from their date of issue under applicable Canadian securities laws, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
The Company intends to use the net proceeds of the Concurrent Financing for purposes of completing the Acquisition. The Concurrent Financing is integral to the proposed Acquisition and therefore the Company expects to rely on the “part and parcel pricing” exemption outlined in Section 1.7 of TSX Venture Exchange Policy 4.1.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About HIRE Technologies Inc.
HIRE is building a network of staffing, IT, and HR consulting firms. We help our partners navigate the changing world through growth solutions, focusing on digital transformation. Our partnership model emphasizes the identity and independence of our brands and provides the resources, support, and expertise to take their businesses further. We offer valuable advice and insights to our clients while delivering innovative solutions, enhancing their HR teams, and connecting them with the best people for their business.
About Kavin Talent Management and Recruiting
Kavin Talent Management and Recruiting is an Ontario-based employment agency. KTMR works with businesses and job seekers searching for full-time, part-time, or temporary opportunities. The Kavin Group was recognized by Globe and Mail’s Report on Business as Canada’s 21st out of 400 fastest-growing companies in 2019.
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This press release contains “forward-looking statements” or “forward-looking information” (collectively referred to hereafter as “forward-looking statements”) within the meaning of applicable Canadian securities legislation.
All statements that address activities, events, or developments that HIRE expects or anticipates will, or may, occur in the future, including statements about HIRE and KTMR’s business prospects, future trends, plans, strategies and HIRE’s acquisition strategy and the expected benefits thereof, including, in particular, information concerning the Concurrent Financing, finders and use of proceeds, the closing of the KTMR acquisition and related transactions, benefits to be realized by HIRE and KTMR resulting from the KTMR acquisition, the future growth of the KTMR business, the broadening and adopting of HIRE’s business, and the satisfaction of conditions and TSXV approval to close the KTMR acquisition and Concurrent Financing, are forward-looking statements. In some cases, forward-looking statements are preceded by, followed by, or include words such as “may”, “will,” “would”, “could”, “should”, “believes”, “estimates”, “projects”, “potential”, “expects”, “plans”, “intends”, “proposes”, “anticipates”, “targeted”, “continues”, “forecasts”, “designed”, “goal”, “anticipate” or the negative of those words or other similar or comparable words.
Although the management of HIRE believes that the assumptions made and the expectations represented by such statements are reasonable, there can be no assurance that a forward-looking statement herein will prove to be accurate.
Forward-looking statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of HIRE to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements and include statements regarding the needs and future plans, prospects or acquisitions of the Company, including but not limited to future benefits and organic growth, technological growth, geographic expansion, and business and client service offerings derived from or attributable to the Acquisition. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. Such factors include, among others: risks related to the recent outbreak of COVID-19, which may have material adverse effects on the global financial markets, and its business, financial position, financial performance, and cash flows; the impact on the business of broader economic factors; alignment of HIRE’s cost structure with revenue; HIRE’s limited operating history and needs for additional capital; uncertainty relating to liquidity and capital requirements; risks inherent in HIRE’s acquisition strategy; HIRE may not be able to obtain the financing necessary to implement HIRE’s business plan; HIRE may not be able to obtain access to the technology necessary to compete in the recruiting industry; HIRE operates in a highly competitive industry and may be unable to retain clients or market share; barriers to client portability are low; reliance on key management; and compliance with financial reporting and other requirements as a public company. Additional risks and uncertainties applicable to the Company, as well as trends identified by the Company affecting it and the staffing industry, can be found in the Company’s continuous disclosure record available on SEDAR.
Such cautionary statements qualify all forward-looking statements made in this press release. HIRE undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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