DEFM14A: Atlantic International to Acquire Staffing 360 Solutions in Merger Deal

Atlantic International Corp. will acquire Staffing 360 Solutions, Inc., with Staffing 360 becoming a wholly-owned subsidiary of Atlantic International.

Summary

• Atlantic International Corp. (Atlantic) and Staffing 360 Solutions, Inc. (Staffing 360) have entered into a merger agreement.
• Atlantic will acquire Staffing 360, with Staffing 360 becoming a wholly-owned subsidiary of Atlantic.
• Staffing 360 stockholders will receive Atlantic International common stock based on an exchange ratio of 1.202 for common stock, 0.25 for Series H Preferred Stock, and 1.00 for Series I Preferred Stock.
• Immediately upon completion of the merger, Staffing 360 common stockholders will own approximately 17.8% of the fully diluted equity of Atlantic International.
• Atlantic International stockholders will own the balance of the fully diluted equity of Atlantic International.
• The special meeting for Staffing 360 stockholders to vote on the merger is scheduled for February 3, 2025.
• The boards of directors of both Atlantic International and Staffing 360 have approved the merger agreement.
• Completion of the merger is subject to customary closing conditions, including Staffing 360 stockholder approval.

Sentiment

Score: 7

Explanation: The document is largely factual and descriptive, outlining the terms and conditions of the merger. The sentiment is neutral to slightly positive, reflecting the potential benefits of the merger while acknowledging the associated risks.

Positives

• The merger is expected to create a larger, more liquid company, potentially leading to a premium valuation.
• The combined company is expected to benefit from cost efficiencies and a more diversified customer base.
• Staffing 360 stockholders will receive shares in a Nasdaq-listed company.

Negatives

• Staffing 360 stockholders will have a significantly lower ownership and voting interest in Atlantic International after the merger.
• The exchange ratio is fixed, so the value of the merger consideration could fluctuate before the deal closes.
• The merger may divert management attention and resources, potentially impacting the businesses.

Risks

• The merger may be delayed or not completed due to various conditions that must be satisfied.
• The market price of Atlantic International common stock could be affected by factors different from those currently affecting Staffing 360.
• Atlantic International may face challenges in complying with Nasdaq continued listing standards after the merger.

Future Outlook

The combined company expects to achieve cost efficiencies and improved profitability. Atlantic International anticipates that the combined company will have sufficient capital to execute its near-term business strategy.

Management Comments

• Brendan Flood, Chairman and Chief Executive Officer of Staffing 360 Solutions, Inc., is mentioned as continuing in his role after the merger.
• Alicia Barker, Executive Vice President of Staffing 360 Solutions, Inc., is mentioned as continuing in her role after the merger.

Industry Context

The announcement relates to consolidation trends in the staffing industry, with Atlantic International seeking to expand its presence through the acquisition of Staffing 360 Solutions.

Comparison to Industry Standards

• The document mentions that larger capitalized human capital management and workforce solutions companies have historically carried premium valuations.
• Lyneer is compared to other executive search firms and professional search, staffing and consulting firms.
• The document references LinkedIn and Facebook as competitors.

Management Changes

Related Party Transactions

• The document mentions that certain Atlantic Internationals executive officers, and their affiliates, have interests in the Merger.
• The document mentions that Staffing 360 directors and executive officers have interests in the Merger, including financial interests that may be different from, or in addition to, the interests of other Staffing 360 stockholders generally.

Stakeholder Impact

• Staffing 360 stockholders will receive shares in Atlantic International.
• Employees of both companies may experience uncertainty during the merger process.
• Customers of both companies may benefit from the combined company's enhanced capabilities.

Next Steps

• Staffing 360 stockholders will vote on the merger agreement at a special meeting on February 3, 2025.
• Atlantic International intends to submit a listing of additional shares for Staffing 360 stockholders on the Nasdaq Global Market.
• The companies will work to obtain all requisite regulatory approvals.

Key Dates

Keywords

merger, acquisition, staffing, Atlantic International, Staffing 360 Solutions, stockholders, exchange ratio, Nasdaq