Odgers Berndtson management and senior employees agree acquisition of a majority interest in the business from OPD

The management, senior employees and the Employee Benefit Trust of Odgers Berndtson, the UK’s largest headhunter, are pleased to announce that they have 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 £6.0 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 £11.0 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.  Following Completion, the board of Newco will be authorised to allot up to a further 10 per cent of Newco's total issued share capital to employees or future employees of Odgers Berndtson, in order to further incentivise such employees.

The proposed transaction is subject to approval from the shareholders of OPD and the payment of the pre-completion dividend.  A notice convening a general meeting for considering the necessary resolutions will be sent to OPD’s shareholders.  The Chairman of OPD will also send a letter to OPD’s shareholders to explain why OPD’s Board believes the transaction is in the best interests of OPD and its shareholders and to recommend that they vote in favour of the resolutions at the General Meeting. 

Richard Boggis-Rolfe, CEO of Odgers Berndtson, said:

"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.  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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About Odgers Berndtson:

Odgers Berndtson is the trading name of IRG Ltd and is the sixth largest executive search group in the world, and the number one executive recruiter in a number of national markets.  Odgers Berndtson offers a wide range of specialist and sector expertise in filling senior executive and non-executive positions.

Odgers Berndtson operates across Europe, the USA and Canada, the Middle East and Asia/Pacific.

For more information please contact:

Jonathan Shillington

Grayling

020 7932 1870 / 07900 053 536