Press Release: HireQuest Proposes Acquisition of Trueblue, Inc. for $7.50 per Share

Dow Jones
13 May
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)

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