Offers a Significant Premium of 61% to TrueBlue Stockholders
HireQuest's High-Margin Franchising Model to drive near-term
profitability and enhanced value for shareholders
GOOSE CREEK, SC / ACCESS Newswire / May 13, 2025 / HireQuest, Inc.
(NASDAQ:HQI) announced today that it has submitted to the Board of
Directors of TrueBlue, Inc. $(TBI)$ a proposal to acquire all of the
outstanding shares of common stock of TrueBlue for $7.50 per share. The
consideration would be paid in registered shares of HireQuest common
stock and would not be subject to any financing contingency. HireQuest's
proposal represents a 61% premium to the closing price of TrueBlue's
common stock on May 12, 2025 of $4.65 and 67% and 45% premiums over the
30-day and 60-day VWAPs, respectively.
This transaction would mark HireQuest's 16(th) acquisition in the
staffing industry. HireQuest has a history of profitability and
successful acquisition integration including the conversion of
traditional branch offices into thriving franchises.
The staffing industry is changing, and HireQuest's unique franchising
platform gives it and its franchisees the flexibility and efficiency to
drive a profitable business throughout various economic cycles. It is
this flexibility and efficiency that is so desperately needed by
TrueBlue who has seen its revenues and profitability erode over the last
decade. This erosion has correspondingly led to a substantial decrease
in share price and shareholder value over that time period as well.
HireQuest has been pursuing this transaction for almost two years and
has continually been rebuffed by TrueBlue's management team and Board of
Directors. However, as TrueBlue continues to struggle, HireQuest felt
its proposal was too important and valuable to TBI shareholders to not
move forward and make it publicly known. As a result, a final letter was
submitted to the TrueBlue board on May 9, 2025.
"While we are frustrated that TrueBlue has refused to engage with us, we
are excited to finally move forward with this very strategic and
value-creating opportunity," said Rick Hermanns, CEO of HireQuest. "We
have tremendous respect for what TrueBlue has built and would like
nothing more than to do a friendly, negotiated deal that could benefit
everyone. However, there is just too much value and upside for the
shareholders of both companies to sit on the sidelines any longer. We
are offering TrueBlue shareholders a substantial premium day one but
also the opportunity to invest in a larger, higher-margin industry
leader going forward with more upside potential and less downside risk.
We have a solution for TrueBlue's woes - a lucrative high-value one -
and the shareholders should know."
Mr. Hermanns went on to say "Our preference here is to engage with
management in order to structure a negotiated deal that is beneficial to
all stakeholders. If successful, then we would consider adding a cash
component to the consideration structure for shareholders preferring
immediate liquidity. Furthermore, we would consider increasing the offer
price as it currently incorporates risks and uncertainties that may not
exist."
Below is the full text of the letter that was sent to the TrueBlue Board
of Directors on May 9, 2025:
May 9, 2025
The Board of Directors of TrueBlue, Inc.
1015 A Street
Tacoma, WA 98402
Attention: Ms. Taryn R. Owen, Chief Executive Officer
Attention: Mr. Jeffrey B. Sakaguchi, Board Chair
Re: Strategic Acquisition Discussions
Dear Members of the Board:
As conveyed to you in conversations dating back to 2023 and as detailed
in our offer letters submitted to you in January and February of this
year, the Board of Directors and management of HireQuest, Inc. ("HQI")
strongly believe that a combination of HQI and TrueBlue, Inc. ("TBI" or
the "Company") presents an exciting opportunity to create significant
value for our respective shareholders. The combined company would be a
stronger, higher-margin, and more strategically positioned company with
superior growth prospects and a path to enhanced shareholder value. As a
result, we are disappointed that you have continued to decline our
multiple offers, and once again ask that you allow us to meet in order
to better explain the benefits, both immediate and long-term, available
to your shareholders from the combination of our two companies.
While our steadfast commitment to this opportunity has not changed, the
terms of our offer have been modified to reflect the updated financial
performance of the Company since our previous offers. Particular
attention has been given to the continued earnings erosion as well as
the material increase in debt as disclosed in your recent Q1 financials
along with details surrounding the recent acquisition of HSP. In
addition, it appears as though recent earnings have been aided by a
reduction in the Company's Workers' Compensation Reserves, which is a
concerning and unsustainable trend. As a result, we are prepared to move
forward immediately with the acquisition of all common shares of TBI at
$7.50 per share. This represents a substantial premium of 76% over
yesterday's closing price of $4.27 as well as premiums of 65% and 44%
over the Company's 30-day and 60-day VWAP respectively.
We are convinced that this offer provides a unique opportunity for TBI
shareholders to achieve a value that doesn't otherwise exist in this
market. In addition to the premium itself, we believe that even greater
value and returns can be generated by holding shares of the combined
company. As a result, we are offering your shareholders the purchase
price in the form of shares of HQI. We believe such a transaction would
qualify as a tax-free reorganization under IRC Sec. 368 and could afford
our collective shareholders the ability to participate in the upside of
a higher-margin, higher-growth combined company.
We recognize that our previous offers had contained a meaningful cash
component to offer your shareholders while this offer is 100% stock. We
felt that this was prudent given the recent financial performance of the
Company, however, to the extent we are able to engage and pursue a
negotiated transaction with you, we would be willing to reinstate a cash
option for shareholders who would prefer liquidity at closing.
Furthermore, if we are able to work directly with management on a deal,
we feel like the terms, including price, could be improved as they
currently factor in risks and uncertainties that may not exist.
As you know, our interest in TBI and a business combination is not new,
and we have been trying to initiate strategic discussions with you for
almost two years. We are convinced there is incremental value to be had
by both companies' shareholders for the following reasons:
-- TBI shareholders are able to realize an immediate and significant premium
over the trading value of TBI shares
-- HQI has a unique franchise model that provides efficiency and flexibility
within the workforce solutions industry that has resulted in a long
history of profitability and growth through various economic cycles
-- Integrating TBI's extensive nationwide branch system into HQI's proven
high-margin franchise-based platform will create meaningful incremental
profits and value for both companies' shareholders
-- The combined company will be one of the most comprehensive staffing
providers in the industry with an extensive yet asset-light reach
providing more upside potential along with significantly less downside
risk than either company on a stand-alone basis
-- HQI has already completed its due diligence of publicly available
information, and in the event a definitive agreement is reached, the
likelihood of a timely and successful consummation of the transaction is
very high
-- HQI has a proven track record of successfully completing 15 acquisitions
and integrating strategic combinations in a mutually beneficial manner
While we are prepared to purchase all of TBI's shares in a transaction,
we also want to stress our flexibility for alternative structures. For
example, if TBI would prefer to remain an independent, publicly traded
company, then HQI would be willing to acquire just the PeopleReady, Inc.
subsidiary from TBI and would be willing to pay up to $150 million in
cash subject to additional diligence. This cash could be used by TBI for
any number of strategic purposes including a special dividend to its
shareholders or used for strategic acquisitions and further
diversification of the business. Again, we feel strongly about moving
forward, and want to stress our flexibility to find a solution that
benefits all stakeholders.
We remain ready to meet with you and your representatives at your
earliest convenience. We continue to prefer to work together with
management and the Board to complete a friendly, negotiated transaction,
and we are prepared to commit all necessary resources to do so. If you
are willing to engage in a negotiated transaction, we will send over a
draft merger agreement immediately and work toward an expeditious close.
However, given the importance and potential value of this offer to your
shareholders, we feel that if you are not willing to engage with us then
we will take this offer directly to your shareholders.
We trust that the Board of Directors will give this proposal serious
consideration. If we have not received a favorable response by 5:00p PT
Monday, May 12, 2025, then we will have no choice but to go public with
our interest at that time.
We hope to hear from you shortly.
Very truly yours,
/s/ Richard F. Hermanns
Richard F. Hermanns
Chief Executive Officer
CC: TBI Board of Directors
Jeffrey B. Sakaguchi
Taryn R. Owen
Colleen B. Brown
(MORE TO FOLLOW) Dow Jones Newswires
May 13, 2025 08:57 ET (12:57 GMT)