Gi Group Holding today announced that it has entered into a definitive agreement to acquire the European Staffing business of Kelly (Nasdaq: KELYA, KELYB), a leading global specialty talent solutions provider, for cash consideration of up to €130 million. The transaction – with cash consideration of €100 million and an additional earnout potential of up to €30 million – is expected to close in the First Quarter of 2024, subject to receipt of required regulatory approvals and other customary closing conditions.

Under the terms of the agreement, Kelly will transition its European staffing business within its international operating segment to Gi Group Holding, providing staffing services to customers in 14 countries.

This agreement highlights the strong growth trajectory for Gi Group Holding as a leader in the global staffing and recruitment industry through an HR ecosystem that offers a full suite of tailored solutions through seven complementary brands present in more than 30 countries worldwide. The transaction highlights a continued journey of growth, with this marking the 51st acquisition in the company’s history since 1998.

Gi Group Holding will announce the purchase of The Bridge, an HR technology consultancy focused on building and scaling up digital capabilities for multinational businesses, as the 50^th acquisition the business has made.

Founded in 2017 in Santiago de Chile, The Bridge Social offers clients a global network of creative, technological, and digital professionals, built on the promise of creating meaningful connections between companies and clients. The acquisition will allow Gi Group Holding to expand not only its regional presence, but also strengthen its offering in the HR technology space. Indeed, The Bridge Social’s cutting-edge technology, combined with Gi Group Holding’s expertise in recruitment and staffing, will provide a unique and comprehensive solution for clients looking to optimize their Technology, Design and Data science professional teams.

Over the years, Gi Group Holding management has pursued a measured, strategic approach to business growth: developing both internal company services and talent, while also acquiring new businesses whose service and product offerings complement and enhance the Group structure. This holds especially true when it comes to delivering the best services possible for Gi Group Holding clients and candidates.

Throughout our company’s history, strategic investments and acquisition have advanced our capability to grow and be resilient: even when faced with challenging market ebbs and flows. Our most recent 2021 results are remarkable, thanks to earnings contributions from the entire Gi Group Holding community amounting to 3.2 billion EUR in revenues (up by more than 30% against the 2020 fiscal year).

Gi Group Holding made its first acquisition way back in 2005 buying Fiat’s employment agency Worknet, making the Group the largest Italian-owned agency at the time; with turnover of 320 million EUR and 190 branches. Only a year later, it completed its first foreign acquisition by purchasing Germany’s Mumme Personaldientsleistungen GmbH, and in 2008 its first extra-European company purchase with the buy-out of the permanent and professional staffing service agency, Elixir. During that same year, the Group took over Brazil’s S&L Recurso Humanos, marking its first acquisition in Latin America, and completed further international expansion to China, France, and Spain.

Just three years later Gi Group Holding would acquire R4S, giving the Group a presence in the UK. In the mid-2010s, Gi Group Holding began making a series of strategic acquisitions to expand its service portfolio: it bought TACK & TMI in 2016 giving the company an international opening to Learning & Development services and in 2018 it acquired Grafton, a brand dedicated to the development of candidates and their professional profiles.

In 2022, Gi Group Holding purchased EUPro which significantly elevate the Milan-based group’s footprint and capabilities in Switzerland and the Principality of Lichtenstein, becoming number one in the Ticino Canton. Furthermore, Gi Group Holding took a further step with the acquisition of CVO Recruitment and Simplika, which allowed the Group to be present in Estonia and Latvia, strengthening its presence in the Baltic region.

In the last two years, the Group has made a couple of strategic, technology-focused acquisitions: first with its buy-up of the JobToME a Programmatic Job Advertising Solution company in 2021 and then, this year, by purchasing The Bridge Social.

Gi Group Holding today announced the 50^th acquisition within its 25-year history – being celebrated in 2023 –with the acquisition of The Bridge Social (www.thebridge.social), an HR technology consultancy focused on building and scaling up digital capabilities for multinational businesses. With a strong presence in Latin America, the company counts with offices in Brazil (Rio de Janeiro and São Paulo), USA (Miami), Chile (Santiago de Chile), Mexico (Jalisco), and Colombia (Bogota). The acquisition further highlights the strong growth trajectory for Gi Group Holding, as a leader in the global staffing and recruitment industry through an HR ecosystem that offers a full suite of tailored solutions through seven complementary brands present in more than 30 countries worldwide. Indeed, since 2020 alone, the company has completed 17 strategic acquisitions, most recently in December 2022 with EUpro Holding AG (Switzerland & Lichtenstein), and CVO Recruitment and Simplika in the Baltic region. The addition of The Bridge Social enhances Gi Group Holding’s capabilities and presence in Latin America with high-profile customers as well as a robust base of over 300 thousand qualified, competitive technology, marketing, sales and operations candidates able to impact business challenges. Indeed, just this year, Gi Group Holding has focused on LATAM by acquiring Stato, one of the top outplacement consulting firms in Brazil, Focun Group, the leader in Colombia’s staffing and Business Process Outsourcing industry, and Bruno Matarazzo Y Asociados a renowned Argentinean Outplacement Consulting Firm.

Regarding the sentence taken on 20 December 2022 by the Court of Appeal in Warsaw to dismiss the challenge brought by Tomasz Misiak, the former shareholder of Work Service S.A., against the decision of the ICC International Court of Arbitration, Gi Group states as follows:

• We welcome the legally final and binding decision of the Court of Appeal in Warsaw which dismissed the challenge by T. Misiak, the co-founder and former shareholder of Work Service S.A., who alleged that he had been coerced into selling his shares. Thereby the Court confirmed the validity of the arguments raised by Gi Group as to the enforceability of the share purchase agreement that we concluded with T. Misiak in August 2020. In its oral justification the court fully agreed with the ICC verdict having no doubts as to the impartiality of any of the arbitrators. The court also stated that taking under consideration the testimony of T. Misiak himself – there is no basis for finding that T. Misiak was threatened before selling his Works Service (present name: Gi Group Poland) shares.
• Gi Group Holding’s (including Gi Group Poland’s) plans are not impacted whatsoever by the legal Gi Group’s plans are going ahead and are being implemented regardless. Gi Group Holding is a reliable and long term investor in its Polish subsidiary, focusing all its efforts on intensive development of Gi Group Poland. The effects may be seen in the complete change of the financial and economical results since the entrance of Gi Group as the majority owner, published by Gi Group Poland, as it remains public listed company on Warsaw Stock Exchange.
• Gi Group Holding and its subsidiaries always act in line with rules of law and Gi Group puts its trust in the decisions of the courts. It operates according to internal regulations and deeply believes in those principles on which its business is based, such as responsibility, reliability and honesty.

Background

• The share purchase agreement between T. Misiak and Gi International, a Gi Group company, was signed in August 2020. T. Misiak later alleged that he had been coerced into selling his shares and refused to perform the aforementioned agreement. Acting pursuant to the agreement, Gi International filed an application to the ICC International Court of Arbitration to resolve the dispute between Gi International and T. Misiak.
• On 17 December 2021, the panel of three arbitrators (two named by each party and one elected by the ICC Arbitration Court) found that T. Misiak had freely and without any threats entered into the contract with Gi International and the arbitration panel awarded PLN 5.9 million to Gi Group for T. Misiak not complying with his commitment to sell his shares. None of the three arbitrators had a separate opinion. The same conclusion – namely that there is no evidence suggesting the alleged threat – was reached by all (three) panels of the Regional Court of Warsaw, which ruled in second-instance injunction proceedings on the claims of T. Misiak (on 9 April 2021, 14 July 2021 and 1 September 2021, respectively).
• Even before the Court of Appeals issued its verdict yesterday the claims relating to the alleged threats have already been subject to rulings by five different bodies (3 panels of state courts, the prosecutor and an arbitration tribunal), none of which gave credence to them. And now the Court of Appeal in Warsaw has again (and finally) confirmed that there is no evidence supporting the allegation that any threats were made towards T. Misiak before selling his Work Service shares. Yesterday’s judgment was thus the sixth and final decision confirming that the allegation on the threats are unsupported by any evidence.
• Despite the final ICC Arbitral Award, Gi Group Holding has not received any payment from T. Misiak who declared that he does not own any assets nor properties. For this reason Gi Group Holding has opened civil proceedings against T. Misiak including proceedings to declare the enforceability of the award of the arbitration. The court has come to doubt T. Misiak’s assertions regarding his financial situation and after its own investigation, the court ruled that T. Misiak’s motion for exemption from court costs is not justified.
• The Polish court delivered on 20 December 2022 the judgment dismissing T. Misiak’s action challenging the ICC Arbitral Award on various grounds in the Polish courts. In its decision, the court dismissed in its entirety the challenge against the ICC Arbitral Award brought by T. Misiak. Because T. Misiak lost the case in its entirety, the Court of Appeal in Warsaw has ordered T. Misiak to pay the full court fee (PLN 200.000) and to pay the legal fees of GI Group Holding in the court proceedings.