UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events
On December 29, 2022, Heidrick & Struggles International, Inc. (“Heidrick & Struggles”) entered into a Share Purchase and Transfer Agreement (the “Purchase Agreement”) with H&S Global Holdings, Inc., a wholly-owned subsidiary of Heidrick & Struggles, Linné & Nagel Executive Management GmbH, Atreus Management Beteiligungs GmbH & Co. KG, Dr. Harald Linné and Rainer Nagel, pursuant to which Heidrick & Struggles has agreed to acquire 100% of the outstanding shares of Atreus Group GmbH (the “Acquisition”). The closing of the Acquisition is subject to the satisfaction or waiver of customary closing conditions, including obtaining applicable regulatory approvals, and is expected to occur early in the first quarter of 2023. A copy of Heidrick & Struggles’ press release announcing the entry into the Purchase Agreement for the Acquisition is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the completion and effects of the contemplated acquisition by Heidrick & Struggles of Atreus Group GmbH. The forward-looking statements are based on current expectations, estimates, forecasts, and projections about Heidrick & Struggles, 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,” “outlook,” “projects,” “forecasts,” “goal” and similar expressions. Forward-looking statements are not guarantees of future performance, rely on a number of assumptions, and involve certain known and unknown risks and uncertainties that are difficult to predict, many of which are beyond our control. Factors that may cause actual outcomes and results to differ materially from what is expressed, forecasted, or implied in the forward-looking statements include, among other things: (1) the satisfaction or waiver of the conditions precedent to the closing of the contemplated acquisition, including obtaining applicable regulatory approvals; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive purchase agreement; (3) unexpected costs, charges or expenses resulting from, or the failure to realize the benefits of, the contemplated acquisition; (4) legal proceedings, judgments or settlements in connection with the contemplated acquisition; (5) risks that the contemplated acquisition disrupts current plans and operations and potential difficulties in employee retention as a result of the contemplated acquisition; and (6) risks related to diverting management’s attention from Heidrick & Struggles’ ongoing business operations. We caution the reader that the list of factors may not be exhaustive. For more information on risks, uncertainties and other factors, refer to our Annual Report on Form 10-K for the year ended December 31, 2021, under the heading “Risk Factors” in Item 1A, as updated in Part II of our subsequent Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Heidrick & Struggles International, Inc. Press Release dated December 29, 2022 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL | |
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. | ||||||
| (Registrant) | ||||||
| Date: December 29, 2022 | /s/ Tracey Heaton | |||||
| Name: Tracey Heaton | ||||||
| Title: Chief Legal Officer & Corporate Secretary | ||||||