Odgers Berndtson to Acquire Majority Interest from Parent Company

January 13, 2010 – U.K.-based executive search firm Odgers Berndtson has entered into an agreement to acquire a majority interest in the business from its parent company OPD Group plc. OPD will continue to hold the remaining interest in the business. A new company has been formed for the purposes of the transaction called Newco. Newco will be 50.5 per cent owned by the senior management and Odgers Berndtson ‘A’ Shareholders (comprising senior employees, certain outside shareholders and the Odgers Berndtson Employee Benefit Trust). The remaining 49.5 per cent will be owned by OPD. Newco will pay a total of £16 million to OPD for Odgers Berndtson, which will comprise £5.05 million in cash, the issue of a £6 million loan note and a 49.5 per cent shareholding in Newco, which has been valued at £4.95 million. Upon full repayment of the loan notes and before taking account of interest receivable on the loan notes or any further issue of shares, OPD will have received £11 million in cash and retain a stake of 49.5 per cent in Newco. Immediately prior to completion, Odgers Berndtson will distribute £2 million in cash to OPD by means of an interim dividend, which does not form part of the consideration under the transaction, and at completion will make a contribution towards the costs of the transaction incurred by both OPD and Newco. "Since the acquisition of Odgers Berndtson by OPD in 2005, we have exceeded our performance expectations. The earn-out element of the deal ended in December 2008 and since that time Odgers Berndtson has continued to make a valuable contribution to OPD,” said Richard Boggis-Rolfe, CEO of Odgers Berndtson. “Now, as part of a commitment to developing Odgers Berndtsons’ business in the long term, we are keen to create an equity interest for our management and staff. I believe strongly that this transaction is in the interests of our clients, staff and OPD as a whole.”

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