All-Cash Transaction Valued at $3.00 Per Share;
Represents 127% Premium to Closing Price and 104% Premium to the
90-Day Volume Weighted Average Price as of July 15, 2020
Combined Company to Provide Full End-to-End
Marketing Solutions for Clients Across the Globe
InnerWorkings, Inc. (NASDAQ: INWK) (“InnerWorkings”) and HH
Global Group Limited (“HH Global”) today announced that they have
signed a definitive agreement to combine operations. Under the
terms of the agreement, HH Global will acquire InnerWorkings for
$3.00 per share in an all-cash transaction representing
approximately $177 million in equity value. This represents a
premium of 127% to the closing price, and a premium of 104% to the
90-day volume weighted average price as of July 15, 2020. The
transaction has been unanimously approved by the Boards of
Directors of both companies.
“Over the past several months, we’ve been taking actions to put
InnerWorkings in the best position to weather the challenging
environment in which we’re operating,” said Rich Stoddart, Chief
Executive Officer of InnerWorkings. “In these times of significant
economic uncertainty, the Board of Directors and management
determined to undertake a comprehensive process to preserve and
enhance value for shareholders. After exploring a range of
financing and strategic alternatives, and implementing meaningful
cost saving measures in response to the COVID-19 pandemic, we’re
confident this combination represents the best path forward for our
shareholders and InnerWorkings. In addition to delivering an
immediate cash premium to our shareholders, the combination will
create a company with a stronger balance sheet and will enhance our
ability to accelerate our transformation and serve our client
base.”
Robert MacMillan, Chairman and Group CEO of HH Global, said, “We
are thrilled about this combination as it significantly accelerates
our ability to execute on the next phase of our strategy by
broadening our service offering and expanding our global reach. Not
only do our two companies have complementary offerings,
capabilities and geographic operations, but we also share a deep
commitment to quality, innovation and operational excellence. We
have long admired InnerWorkings and have got to know the management
team well over the last few months, and we are confident that
together we will create an even stronger company. We look forward
to welcoming InnerWorkings to the HH Global family.”
Strategic Rationale
The combination will result in a world-class marketing
engineering and execution firm that is well-positioned to serve
global clients seeking innovative, end-to-end marketing solutions
that lower costs and improve brand consistency, visibility,
sustainability and speed to market. With complementary offerings
and capabilities, InnerWorkings’ leading North American position
and HH Global’s strong leadership presence in EMEA and APAC, the
combined company will operate with global reach and scale,
maintaining the agility and client-focused execution that is core
to both InnerWorkings and HH Global’s strategic approach.
Together, the two companies will have a stronger operating model
and balance sheet and will be well-positioned to continue
InnerWorkings’ transformation and to build and maintain long-term
client relationships as a true first-choice partner for leading
brands. In addition, the combined company will benefit from the
support of funds managed or advised by Blackstone Tactical
Opportunities, an existing strategic minority equity investor in HH
Global.
Additional Transaction Details
Under the terms of the merger agreement, HH Global will acquire
all of the outstanding shares of InnerWorkings common stock for
$3.00 per share in cash which represents a premium of 127% to the
closing price and a premium of 104% to the 90-day volume weighted
average price as of July 15, 2020.
The transaction is subject to customary closing conditions,
including approval by InnerWorkings’ shareholders and receipt of
certain regulatory approvals, and is expected to be completed
before the end of the fourth quarter of 2020.
Citigroup Global Markets Inc. is serving as exclusive financial
advisor to InnerWorkings and Sidley Austin LLP is serving as legal
counsel. Moelis & Company LLC is acting as HH Global’s
exclusive financial advisor and Kirkland & Ellis LLP is serving
as legal counsel.
About HH Global
Founded in 1991, HH Global is a global outsourced marketing
execution provider. Applying proven processes, industry-leading
technology, and the deep expertise of over 1,300+ employees, we
develop innovative solutions that drive down the cost of our
clients’ physical marketing procurement and content development,
while improving quality, sustainability, and speed to market.
About InnerWorkings, Inc.
InnerWorkings, Inc. (NASDAQ: INWK) engineers marketing for
leading brands across a wide range of industries. We dive deep into
clients’ brand strategies to deliver solutions that leverage our
global expertise, certified supplier base, proven methods, and
proprietary technology. By engineering marketing across key touch
points in the customer journey, we power campaigns that drive
value, enhance awareness and inspire action. With services that
include creative, print, direct mail, branded merchandise, luxury
packaging, retail environments, and digital solutions, we’re
elevating beyond execution to shape brand experience. For more
information visit: www.inwk.com.
Forward-Looking Statements
This document contains “forward-looking statements” that are
based on beliefs, assumptions, and expectations of future events,
taking into account the information currently available to
InnerWorkings, Inc. (the “Company”). All statements other than
statements of current or historical fact contained in this report
are forward-looking statements. The words “believe,” “may,”
“should,” “anticipate,” “estimate,” “expect,” “intend,” “will,”
“seek,” “plan,” and similar statements are intended to identify
forward-looking statements. Forward-looking statements involve
risks and uncertainties that may cause actual outcomes to differ
materially from expectations of future outcomes the Company
expresses or implies in any forward-looking statements. These risks
and uncertainties include, but are not limited to: the satisfaction
of the conditions precedent to the consummation of the proposed
merger, including, without limitation, the receipt of stockholder
and regulatory approvals; unanticipated difficulties or
expenditures relating to the proposed merger; legal proceedings,
judgments or settlements, including those that may be instituted
against the Company, the Company’s board of directors, officers and
others following the announcement of the proposed merger;
disruptions of current plans and operations caused by the
announcement and pendency of the proposed merger; potential
difficulties in employee retention due to the announcement and
pendency of the proposed merger; the response of customers,
suppliers, business partners and regulators to the announcement of
the proposed merger; and other risks, relevant factors, and
uncertainties identified in the Company’s filings with the
Securities and Exchange Commission (“SEC”) (including the
information set forth in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, its Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020, and in subsequent filings), which
filings are available at the SEC’s website at www.sec.gov. Given
the risks and uncertainties surrounding forward-looking statements,
you should not place undue reliance on these statements. The
Company’s forward-looking statements speak only as of the date of
this document. Other than as required by law, the Company
undertakes no obligation to update or revise forward-looking
statements, whether as a result of new information, future events,
or otherwise.
Additional Information Regarding the Transaction and Where to
Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities of the Company or
the solicitation of any vote or approval. This communication is
being made in respect of the proposed merger transaction involving
the Company, HH Global Group Limited, HH Global Finance Limited and
Project Idaho Merger Sub, Inc. The proposed merger of the Company
will be submitted to the stockholders of the Company for their
consideration. In connection therewith, the Company intends to file
relevant materials with the SEC, including a definitive proxy
statement which will be mailed to the stockholders of the Company.
However, such documents are not currently available. BEFORE MAKING
ANY VOTING OR ANY INVESTMENT DECISION, INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY
STATEMENT REGARDING THE PROPOSED MERGER TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER
TRANSACTION. Investors and security holders may obtain free copies
of the definitive proxy statement, any amendments or supplements
thereto and other documents containing important information about
the Company, once such documents are filed with the SEC, through
the website maintained by the SEC at www.sec.gov. Copies of the
documents filed with the SEC by the Company will be available free
of charge on the Company’s website at
https://investor.inwk.com/financial-information/sec-filings.
Participants in the Solicitation
The Company and its directors, its executive officers and
certain other members of Company management and Company employees
may, under the rules of the SEC, be deemed to be participants in
the solicitation of proxies in connection with the proposed merger
transaction. Information about the directors and executive officers
of the Company is set forth in its proxy statement for its 2020
annual meeting of stockholders, which was filed with the SEC on
April 28, 2020, its annual report on Form 10-K for the fiscal year
ended December 31, 2019, which was filed with the SEC on March 17,
2020, and in subsequent documents filed with the SEC, each of which
can be obtained free of charge from the sources indicated above.
Other information regarding the participants in the proxy
solicitation of the stockholders of the Company and a description
of their direct and indirect interests, by security holdings or
otherwise, will be contained in the preliminary and definitive
proxy statements and other relevant materials to be filed with the
SEC when they become available.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200716005311/en/
HH Global Edward Parsons
edward.parsons@hhglobal.com
InnerWorkings
Investors Bridget Freas 312-589-5613 bfreas@inwk.com
Media Sard Verbinnen & Co Bryan Locke/Danya Al-Qattan
INWK-SVC@sardverb.com
InnerWorkings (NASDAQ:INWK)
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