Globenewswire·2026-01-22 13:30Core Viewpoint - Star Equity Holdings, Inc. has proposed a merger with GEE Group, Inc. to enhance value for GEE Group's shareholders, citing the need for GEE Group to join a larger entity rather than continuing its independent strategy [1][2]. Group 1: Proposal Rationale - The proposal suggests that GEE Group should abandon its "go it alone" strategy, as remaining a small public company is detrimental to shareholder value due to high SG&A expenses [2]. - A merger with Star Equity would eliminate duplicative public company costs and create potential cost-saving synergies [2]. - GEE Group's past acquisition performance has been poor, indicating 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 charges, highlighting issues with previous acquisitions [3][4]. - JOB's 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 Strategy - The stock price has traded close to its cash per share since April 2025, indicating a loss of confidence in GEE Group's management and strategy [5]. - 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]. - Star Equity believes that its proposal would significantly benefit JOB stockholders by reducing corporate overhead costs and improving operational efficiency [12].