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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 2, 2006
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-25837 36-2681268
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
233 South Wacker Drive, Suite 4200
Chicago, Illinois 60606-6303
(Address of Principal Executive Offices and Zip Code)
(312) 496-1200
(Registrant's Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (SEE General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 2, 2006, Heidrick & Struggles International, Inc. (the
"Company") completed its previously announced acquisition of the
Highland Partners executive search business (the "Business") from
Hudson Highland Group, Inc. and certain of its subsidiaries for $36.6
million in cash paid at closing and up to $15 million of additional
cash consideration contingent upon the performance of the Business in
2007 and 2008. The acquisition was completed pursuant to a Purchase
Agreement dated September 18, 2006 by and among Hudson Highland Group,
Inc., Highland Partners Co (Canada), Highland Partners (Aust) Pty Ltd
and Highland Partners Limited, and the Company, Heidrick & Struggles
Canada, Inc. and Heidrick & Struggles Australia Ltd.
A copy of the press release issued by the Company on October 2,
2006 announcing the completion of the acquisition is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits:
2.1 Purchase Agreement, dated as of September 18,
2006, by and among Hudson Highland Group, Inc.,
Highland Partners Co (Canada), Highland Partners
(Aust) Pty Ltd and Highland Partners Limited, and
the Company, Heidrick & Struggles Canada, Inc. and
Heidrick & Struggles Australia, Ltd. (incorporated
by reference to Exhibit 10.1 of the Company's Form
8-K dated September 18, 2006).
99.1 Press release dated October 2, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
HEIDRICK & STRUGGLES INTERNATIONAL,
INC.
Date: October 2, 2006 By: /s/ K. Steven Blake
-----------------------------
Name: K. Steven Blake
Title: Secretary and General
Counsel
EXHIBIT 99.1
NEWS FOR IMMEDIATE RELEASE
HEIDRICK & STRUGGLES COMPLETES ACQUISITION
OF HIGHLAND PARTNERS' EXECUTIVE SEARCH OPERATIONS
100 PERCENT OF CONSULTANTS OFFERED EMPLOYMENT ACCEPT
CHICAGO (October 2, 2006) - Heidrick & Struggles International, Inc.
(NASDAQ: HSII), the world's premier executive search and leadership
consulting firm, today announced it has completed the acquisition of
substantially all of the assets of Highland Partners, a leading
retained executive search operation and formerly a division of Hudson
Highland Group, Inc. (NASDAQ: HHGP). All 48 of the Highland Partners
consultants who were offered employment by Heidrick & Struggles have
accepted. Under the terms of the definitive agreement announced on
September 18, 2006, Heidrick & Struggles paid $36.6 million in cash
to Hudson Highland Group.
"We are pleased to welcome the Highland Partners consultants and their
associates to the Heidrick & Struggles team. These talented
individuals enhance our scale and competitive positioning in the US,
Canada, the UK, and Australia, as well as in many of our industry
practice groups," said Kevin Kelly, Chief Executive Officer of
Heidrick & Struggles. "This acquisition benefits all of our clients,
enabling us to expand the service offerings and scope of our businesses.
We are confident that our new consultants will be able to quickly
realize revenue and productivity increases from capitalizing on our
brand, by working closely with our practice groups, and by utilizing
our support capabilities, such as our Knowledge Management Center in
India."
In addition to the payment made today, Hudson Highland Group will be
eligible to receive additional earnout payments of up to $15 million
based on the acquired consultants achieving certain revenue metrics
in 2007 and 2008. The total purchase price, including the $36.6
million paid at closing and the 2007 and 2008 earnout payments, will
not exceed $51.6 million.
Kelly added, "We will be extremely disciplined in our efforts to
quickly capture expected cost synergies related to consolidating our
real estate, administrative and technology infrastructure, which, when
combined with expected revenue opportunities, we are confident will
drive profitable growth."
Heidrick & Struggles believes that this transaction will be slightly
dilutive to earnings and cash flow for the full year 2006, due to
integration costs and the amortization of intangible assets, but it is
expected to be accretive to earnings in 2007. The company will update
its 2006 annual guidance for net revenue and operating margin to
reflect the acquisition when it releases financial results for its
third quarter ended September 30, 2006, scheduled for October 31,
2006.
- more -
ABOUT HEIDRICK & STRUGGLES INTERNATIONAL, INC.
Heidrick & Struggles International, Inc. is the world's premier
provider of senior-level executive search and leadership consulting
services, including talent management, board building, executive on-
boarding and M&A effectiveness. For more than 50 years, we have
focused on quality service and built strong leadership teams through
our relationships with clients and individuals worldwide. Today,
Heidrick & Struggles leadership experts operate from principal
business centers in North America, Latin America, Europe and Asia
Pacific. For more information about Heidrick & Struggles, please
visit www.heidrick.com.
SAFE HARBOR STATEMENT
This press release contains forward-looking statements. The forward-
looking statements are based on current expectations, estimates,
forecasts and projections about the industry in which we operate and
management's beliefs and assumptions. Forward-looking statements may
be identified by the use of words such as "expects," "anticipates,"
"intends," "plans," "believes," "seeks," "estimates," "projects,"
"forecasts," and similar expressions. Forward-looking statements are
not guarantees of future performance and involve certain known and
unknown risks, uncertainties and assumptions that are difficult to
predict. Actual outcomes and results may differ materially from what
is expressed, forecasted or implied in the forward-looking statements.
Factors that may affect the outcome of the forward-looking statements
include, among other things: our ability to attract and retain
qualified executive search consultants; the condition of the economies
in the United States, Europe, or elsewhere; social or political
instability in markets where we operate; the impact of foreign
currency exchange rate fluctuations; price competition; the ability to
forecast, on a quarterly basis, variable compensation accruals that
ultimately are determined based on the achievement of annual results;
delays or difficulties in integrating Highland Partners search
operations; an inability to achieve the planned cost savings from our
cost-reduction initiatives; an inability to sublease or assign unused
office space; our ability to realize our tax loss carryforwards; the
timing of any deferred tax asset valuation allowance reversals; the
mix of profit and loss by country; an impairment of our goodwill and
other intangible assets; and delays in the development and/or
implementation of new technology and systems. Our reports filed with
the U.S. Securities and Exchange Commission also include information
on factors that may affect the outcome of forward-looking statements.
We undertake no obligation to update publicly any forward-looking
statements, whether as a result of new information, future events or
otherwise.
###
CONTACTS
Investors & Analysts:
Julie Creed, VP, Investor Relations: +1 312 496 1774 or
jcreed@heidrick.com
Media:
Eric Sodorff, Director, Communications: +1 312 496 1613 or
esodorff@heidrick.com
Joe Poulos, VP, Edelman: +1 312 240 2719 or joe.poulos@edelman.com