As previously disclosed, on May 21, 2025, Hudson Global, Inc., a Delaware corporation (“Hudson”), HSON Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Hudson (“Merger Sub”), and Star Equity Holdings, Inc., a Delaware corporation (“Star”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Star, with Star continuing as the surviving corporation of the merger (the “Merger”), and a wholly owned subsidiary of Hudson.
Subject to the terms and conditions of the Merger Agreement, upon the closing of the Merger and the other transactions contemplated by the Merger Agreement (the “Closing”), (a) any shares of Star common stock held as treasury stock or held directly by Hudson or Merger Sub (or any of their respective subsidiaries) will be canceled, retired and cease to exist, and no consideration shall be delivered in exchange therefor, (b) each then-outstanding share of Star common stock will be converted into the right to receive 0.23 shares of Hudson common stock calculated in accordance with the terms of the Merger Agreement (the “Exchange Ratio”), (c) each then-outstanding share of Star Series A preferred stock will be converted into the right to receive one (1) share of Hudson Series A preferred stock (the “Hudson Series A Preferred Stock”) in accordance with the terms of the Merger Agreement, and (d) each then-outstanding option to purchase Star common stock or restricted stock units issued by Star will be converted into an option to purchase Hudson common stock or a restricted stock unit of Hudson, as applicable, which shall entitle the holder thereof to receive shares of Hudson common stock once such options are exercised or such restricted stock units are fully vested, as applicable, in each case in such amounts and on such terms as set forth in the Merger Agreement.
In connection with the Merger, Hudson agreed to call a meeting of the holders of Hudson common stock to seek the approval of its stockholders of the issuance of shares of common stock of Hudson, which will represent more than 5% of the shares of Hudson common stock outstanding as of immediately prior to the Merger, to stockholders of Star, in accordance with the terms of the Merger Agreement and pursuant to Nasdaq Listing Rule 5635(a) (the “Issuance Proposal”). The board of directors of Hudson has set the date and time of the 2025 Annual Meeting of Hudson stockholders (the “Annual Meeting”) for 11:00 a.m. Eastern Time on August 21, 2025, to be held in person at 53 Forest Avenue, Suite 102 Old Greenwich, CT 06870. Hudson stockholders will be asked to vote on the Issuance Proposal, among other items, at the Annual Meeting.
In furtherance thereof, Hudson has filed a registration statement on Form S-4 (the “Registration Statement”) to register the shares of Hudson common stock and Hudson Series A Preferred Stock issuable pursuant to the Merger Agreement, which Registration Statement includes a joint proxy statement/prospectus of Star and Hudson (the “Proxy Statement/Prospectus”) forming a part thereof and giving notice to Hudson stockholders of the calling of the Annual Meeting. On July 22, 2025, the Registration Statement was declared effective by the United States Securities & Exchange Commission (the “SEC”). Hudson will begin promptly disseminating the Proxy Statement/Prospectus to stockholders by mail. The Proxy Statement/Prospectus contains additional information regarding the Annual Meeting, including the full list of proposals to be voted upon and instructions for stockholders regarding how to vote their shares and participate in the Annual Meeting.
