HIRE Technologies Completes a Second December Acquisition - Acquires Taylor Ryan, Adding $1.0 Million of EBITDA

Newsfile Corp.
·6 min read
  • The acquisition expands HIRE's service offerings as well as its geographic and industry reach

  • Taylor Ryan offers retained search, contingency recruitment and human resource management solutions to niche real estate and construction sectors across Canada

  • Taylor Ryan generated $1.6 million in revenue and $1.0 million in EBITDA for the TTM ended November 30, 2020

  • The leadership team of Taylor Ryan will be continuing in the business post-acquisition

  • Upon closing, the Acquisition is expected to be immediately accretive to HIRE and profitable

Toronto, Ontario--(Newsfile Corp. - December 18, 2020) - HIRE Technologies Inc. (TSXV: HIRE) ("HIRE" or the "Company"), a company focused on modernizing and digitizing the fragmented staffing industry, is pleased to announce that it has acquired (the "Acquisition") all of the issued and outstanding shares of Taylor Ryan Inc. and TR Partners Inc., entities which jointly operate Taylor Ryan Executive Search Partners ("Taylor Ryan"). The Acquisition was completed pursuant to the terms of a share purchase agreement dated effective December 17, 2020 (the "Share Purchase Agreement") between the Company and the indirect shareholders of Taylor Ryan Inc. and TR Partners Inc. (the "Vendors"), each of whom is arm's length to the Company.

The purchase price for the Acquisition is payable as to 80% in cash and as to 20% in common shares of the Company and was based on the anticipated EBITDA of Taylor Ryan as at the two-year anniversary of closing. Accordingly, the purchase price is subject to adjustment in the event the EBITDA of Taylor Ryan is greater than or less than certain prescribed thresholds. The entire leadership team of Taylor Ryan will be continuing in the business following the Acquisition.

"We are excited to welcome Taylor Ryan to our network of brands and conclude 2020 with a second acquisition in one month," commented Simon Dealy, CEO. "Taylor Ryan is well recognized for staffing solutions in construction and real estate, strengthening our presence in these verticals. We are delighted with the opportunity to have their highly dedicated and strong team added to HIRE Technologies."

Taylor Ryan is headed by Gavin Ryan and Julie Taylorson who have built extensive connections to marquee brands in real estate and construction. They work alongside an industry-expert team to provide quality executive search, contingency recruitment, and human resource management services to this niche market.

Gavin Ryan, Managing Partner at Taylor Ryan noted: "The whole team at Taylor Ryan Executive Search Partners is excited to be joining the HIRE Technologies family. As we continue to grow, Taylor Ryan will greatly benefit from HIRE's infrastructure, technology, and capital. We are excited to be part of a national network and to have even more time and resources to focus on our clients and candidates."

Vancouver-based Taylor Ryan generated $1.6 million in revenue and $1.0 million in EBITDA for the trailing twelve-months ("TTM") ended November 30, 2020.

As partial payment of the purchase price due at closing, the Company issued to the Vendors an aggregate of 1,031,368 HIRE common shares, at a deemed price of $0.797 per share (together with any additional common shares payable to the Vendors pursuant to the Share Purchase Agreement, the "Consideration Shares").

Pursuant to applicable securities legislation, the Consideration Shares will be subject to a hold period of four months and one day from closing. In addition, the Vendors have entered into a lock-up agreement restricting the resale of Consideration Shares, for a period of 24 months from the date of issue.

In accordance with the terms of the Share Purchase Agreement, additional Consideration Shares, if any, will be issued at a deemed price equal to the greater of: (i) the 10-trading day volume-weighted average price of HIRE's common shares for the period ending on the second anniversary of the closing date; and (ii) $0.69, representing the Discounted Market Price, as such term is defined in the policies of the TSX Venture Exchange, of HIRE's common shares on the last trading day immediately prior to the closing date, up to a maximum of 1,362,318 HIRE common shares.

About HIRE Technologies Inc.

HIRE Technologies is building a network of staffing, IT, and HR consulting firms. We help our partners navigate the changing world through growth solutions, focusing on digital transformation. Our partnership model emphasizes our brands' identity and independence and provides the resources, support, and expertise to take their businesses further. We offer valuable advice and insights to our clients while delivering innovative solutions, enhancing their HR teams, and connecting them with the best people for their business.

About Taylor Ryan

Taylor Ryan is a Vancouver based boutique consulting firm focused on providing retained search, contingency recruitment, and human resource management solutions to our clients within specialist industry sectors across Canada and the Pacific North West. For more information, please visit www.taylorryan.com.

For further information, please contact:

HIRE Technologies Inc.
Simon Dealy, Chief Executive Officer
Phone: (647) 264-9196
Email: sdealy@hire.company
Web: hire.company

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.

Forward-Looking Information

This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as "intends" or "anticipates", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would" or "occur". This information and these statements, referred to herein as "forward‐looking statements", are not historical facts, are made as of the date of this news release and include without limitation, statements regarding discussions of future plans, estimates and forecasts and statements as to management's expectations and intentions with respect to, among other things, the business objectives of the parties.

These forward‐looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, the business objectives of the parties.

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 statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70618