Globenewswire·2026-01-22 13:30Core Viewpoint - Star Equity Holdings, Inc. has proposed a merger with GEE Group, Inc. to enhance shareholder value, but GEE Group has not responded to the proposal despite multiple outreach attempts [1][2][8]. Group 1: Proposal Rationale - GEE Group should consider merging with a larger entity to avoid the pitfalls of remaining a small public company, which incurs high SG&A expenses relative to revenue [2]. - The merger would eliminate duplicative public company costs and create potential cost-saving synergies, enhancing overall performance [2]. - GEE Group's previous acquisitions have underperformed, suggesting that it should focus on being a seller rather than a buyer [2]. Group 2: Financial Performance Concerns - GEE Group's revenue for FY 2025 was $96.5 million, a 41.6% decline from FY 2022 and a 9.8% decline from FY 2024 [3]. - The company reported net losses of $58.8 million over the last two years, including $36.2 million from goodwill impairment, indicating overpayment for past acquisitions [3][4]. - The stock price has declined nearly 92% from five years ago, reflecting market concerns over GEE Group's financial performance and capital allocation [5]. Group 3: Market Sentiment and Management Strategy - GEE Group's stock has traded close to its cash per share since April 2025, signaling a loss of market confidence in its financial and operational strategies [5]. - Despite the stock's decline, GEE Group's management has expressed a preference for acquisitions over share repurchases, which could be detrimental to shareholder value given the high multiples in the staffing industry [6]. - The market sentiment indicates skepticism regarding the board's commitment to enhancing shareholder value through disciplined capital management [6]. Group 4: Benefits of the Proposed Merger - The merger with Star Equity is expected to create significant value for both GEE Group and Star Equity shareholders through operational efficiencies and reduced overhead costs [9][12].