HIRE Technologies Completes Acquisition of Leaders and Co. and Closes Financings Totalling $5.0 Million
Toronto, Ontario–(Newsfile Corp. – August 30, 2021) – HIRE Technologies Inc. (TSXV: HIRE) (“HIRE” or the “Company”) is pleased to announce that, on August 27, 2021, it completed the acquisition of Leaders and Co., Consulting in Governance and Leadership Inc. (“Leaders”), a premier executive search firm with clients across Canada, strong national and international alliances, and a leading Diversity and Indigenous recruitment practice.
“The acquisition of Leaders is another example of the types of strategic acquisitions we will continue to pursue at a time when automating the hiring and retention process is critical for employers and human resources teams,” said Simon Dealy, HIRE’s CEO. “The acquisition is immediately accretive to HIRE, increasing revenue and EBITDA1 as we leverage operational efficiencies, infrastructure and expertise to achieve optimal results through integration. These types of acquisitions are an effective way for HIRE to further grow its presence in the human resources and technology segment and will continue to be one of our core strategies to augment our growth.”
- The transaction expands HIRE’s portfolio into Québec and increases revenue and EBITDA performance.
- On closing, HIRE paid $4.6 million in cash, subject to working capital adjustment, and issued 3,559,870 HIRE common shares to the Leaders’ vendors at a deemed price of $0.309 per HIRE common share (the “Consideration Shares”).
- Leaders had reported revenue of $3.9 million and EBITDA of $1.0 million for the fiscal year ending January 31, 2021. EBITDA for the trailing twelve months ended March 31, 2021 was $1.3 million.
The Leaders’ acquisition was funded through a non-brokered private placement and a term-loan facility with FirePower Capital, which include the following details:
- HIRE completed a non-brokered private placement offering (the “Offering”), initially announced on August 6, 2021, of 6,666,711 units at $0.30 per unit for aggregate gross proceeds of $2,000,000. Each unit is comprised of one common share and one-half of one share purchase warrant with each whole warrant (a “Warrant”) exercisable for one HIRE common share for a period of 24 months at $0.45 per common share (the “Warrant Exercise Price”). Proceeds of the Offering were used to complete the Leaders acquisition.
- In consideration for introducing certain subscribers to the Offering, the Company paid finders’ fees (“Finders’ Fees”) to certain eligible persons (each, a “Finder”). The Finders’ Fees were comprised of: (i) an aggregate of 115,428 non-transferable finders’ warrants (the “Finders’ Warrants”), representing 7.0% of the Units subscribed for by subscribers referred by the Finders; and (ii) a cash payment in the aggregate amount of $34,710, representing 7.0% of the gross proceeds raised from subscribers referred by the Finders. Each Finder Warrant is exercisable for one HIRE common share at a price of $0.30 per HIRE common share for a period of 24 months from the date of issue.
- Insiders of the Company purchased or acquired direction or control over a total of 1,576,511 units as part of the Offering (the “Insiders”).
- HIRE completed the initial $3.0 million draw (the “Initial Draw”) from the term-loan facility entered into with FirePower Capital (the “Lender”) on August 5, 2021 (the “Loan”). Proceeds from the Initial Draw were used to fund the balance of the Leaders acquisition cash purchase consideration with the remaining amount to be used to execute the Company’s business objective of identifying, assessing and executing accretive acquisitions and for general corporate purposes. Concurrently with the release of the Initial Draw, HIRE issued 2,613,493 share purchase warrants to the Lender with each warrant entitling the Lender to purchase one HIRE common share at a price of $0.383 for a period of 3 years with a cashless exercise feature. As part of the amendment to the Loan agreement dated August 25, 2021, the Company agreed to raise an additional $1.0 million in financing within 15 business days following closing.
Pursuant to applicable securities legislation, the securities issued in connection with the Offering, Leaders acquisition and Initial Draw will be subject to a hold period of four months and one day from closing. In addition, the Leaders vendors have entered into lock-up agreements restricting the resale of Consideration Shares, for a period of 24 months from the date of issue. Should the daily volume weighted average trading price of the HIRE common shares on a recognized exchange exceed $0.70 for a period of 20 consecutive trading days, the Company may exercise an acceleration right (the “Acceleration Right”) such that the new expiry date of the Warrants will be the 30th day following the date of issuance of a news release announcing the exercise of the Acceleration Right.
The placement to the Insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Notwithstanding the foregoing, the directors of the Company have determined that the Insiders’ participation in the Offering will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the proceeds of the Offering, insofar as it involves Insiders, exceeds 25% of the Company’s market capitalization. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of Interested Parties had not been confirmed at that time.
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.
For more information about the Leaders acquisition, the Offering and the FirePower Capital term-loan facility, please refer to HIRE’s news release dated August 6, 2021.
About HIRE Technologies Inc.
HIRE is investing in and shaping the future of human resource management with a technology- first focus, by consolidating and modernizing the staffing marketplace. The Company owns and operates staffing firms as well as platform technology that it uses to help those firms become more technologically advanced. The Company is a disciplined capital allocator due to its technology DNA and extensive experience in building and growing staffing companies of all types. HIRE has a large recurring revenue base and helps clients manage change in the workplace in order to achieve success.
About Leaders and Co.
Leaders is one of Canada’s top executive search firms. Leaders offers clients an extensive global database, unprecedented leadership in diversity-centric and indigenous executive recruitment, bilingual capabilities, and the Leaders Report® – a unique research methodology that has created a new standard in search transparency. As a member of Penrhyn International, Leaders also has access to a global network of talent.
About FirePower Capital
FirePower Capital is the private capital and M&A advisory firm built for Canada’s entrepreneurs. Its team of 30+ deal professionals help their mid-market businesses complete mission-critical transactions by advising them or investing in their companies directly.
For further information, please contact:
HIRE Technologies Inc.
Simon Dealy, Chief Executive Officer
Phone: (647) 868-9611
1 Earnings before interest, taxes, depreciation, and amortization.
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.
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 Leader’s business prospects, future trends, plans, strategies, future revenue and EBITDA growth, HIRE’s acquisition strategy, availability of future financing and regulatory approvals. 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. 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. 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 Q2-2021 MD&A and its 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. We seek safe harbor.