Harte Hanks Expiry of Go-Shop Period for Star Merger Agreement
News related to:Harte Hanks, Inc · 2 min read
Harte Hanks, Inc., a leading global customer experience company, announced the expiration of the "Go-Shop Period" set forth in the previously announced agreement with Star Equity Holdings, Inc. (Star). This period, which began on August 14, 2026, allowed Harte Hanks to solicit interest from third parties to determine if any would make a proposal to acquire the company.
During the Go-Shop Period, Harte Hanks and its advisors actively sought interest from 93 third parties. While the company entered into confidentiality agreements with a subset of these parties, it ultimately received Acquisition Proposals from several of them. On September 11, 2026, Harte Hanks informed Star of the Exempted Party designation pursuant to Section 5.3(a) of the agreement.
The Star Merger Agreement, signed on August 14, 2026, outlines the terms under which Star will acquire Harte Hanks. Stockholders have the option to receive either $5.00 in cash or 0.50 shares of Star's publicly traded 10% Series A Cumulative Perpetual Preferred Stock for each eligible share of Harte Hanks common stock. The aggregate cash consideration, including cash in lieu of fractional shares, is capped at $19.2 million.
Harte Hanks' Board of Directors, along with outside financial advisors and legal counsel, reviewed the Acquisition Proposals received. At this time, the Board has not determined that any proposal constitutes a Superior Proposal, and there are no assurances that a Superior Proposal will result from any of the proposals or that any alternative transaction will be entered into or consummated.
Under the terms of the Star Merger Agreement, if Harte Hanks terminates the agreement to enter into a Superior Proposal after the Go-Shop Period, the company must pay Star a termination fee of $1,152,000. As of now, the Star Merger Agreement remains in effect, and Harte Hanks is working to consummate the transactions under the agreement.
Citizens Capital Markets & Advisory is serving as the lead financial advisor, while Oaklins DeSilva + Phillips is providing financial advisory services to Harte Hanks. Baker Botts L.L.P. is the legal advisor to the company.
Harte Hanks, Inc., founded in 1923, is a global customer experience company dedicated to partnering with clients to provide CX strategy, data-driven analytics, and actionable insights, combined with seamless program execution. The company offers marketing, customer care, sales, data, fulfillment, and logistics solutions to help brands build stronger relationships with their customers.
The press release also includes a cautionary note regarding forward-looking statements, emphasizing that the document contains statements that are not historical facts and involve risks, uncertainties, and assumptions. These statements are based on current information, expectations, and estimates and may be identified by words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "seeks," "could," "intends," or words of similar meaning.
Harte Hanks urges investors and security holders to read the registration statement, the proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, carefully and in their entirety. These documents will contain important information about Harte Hanks, Star, the proposed transaction, the risks related to it, and related matters.