InnerWorkings, Inc. stockholders have approved the Chicago, Illinois-based distributor’s merger with HH Global Group Limited. In the merger, first announced in July, InnerWorkings will become a wholly owned subsidiary of HH Global, a global marketing firm headquartered in the UK. The merger is expected to close on October 1.
In the terms of the agreement laid out in July, HH Global will acquire InnerWorkings for $3 per share in an all-cash transaction representing approximately $177 million in equity value. This represents a premium of 127 percent to the closing price, and a premium of 104 percent to the 90-day volume weighted average price as of July 15. The transaction was 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,” says Rich Stoddart, InnerWorkings’ CEO. “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.”
The companies note that InnerWorkings’ acquisition by HH Global will result in a marketing, engineering and execution firm well-positioned to serve global clients seeking end-to-end marketing solutions that lower costs and improve brand consistency, visibility, sustainability and speed to market. With complementary offerings and capabilities, InnerWorkings’ North American position and HH Global’s presence in EMEA and APAC, the combined company will operate with global reach and scale.
Together, the two companies expect to have a stronger operating model and balance sheet and be well-positioned to continue InnerWorkings’ transformation and to build and maintain long-term client relationships. 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.
Robert MacMillan, chairman and Group CEO of HH Global, adds, “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.”
