Merger Highlights - The proposed merger aims to create a larger multi-sector holding company, targeting inclusion in the Russell 2000 index[11] - The combined company, NewCo, projects $40 million in Adjusted EBITDA by 2030, a significant increase from the pro forma $6.4 million in 2024[11] - NewCo anticipates at least $2 million in annualized cost savings within 12 months, potentially generating approximately $0.57 in incremental pro-forma EPS[11] - NewCo expects to better utilize Hudson's Net Operating Losses (NOLs), with a potential value of $14.45 per pro-forma share[11] Strategic Rationale - The merger diversifies revenues for both Hudson and Star, creating pro-forma annualized revenues of $210 million, compared to $140.1 million and $53.4 million respectively in FY 2024[19] - The combined entity anticipates approximately $2 million in annualized savings from corporate overhead and public company costs[19] - Hudson has $240 million in usable US Federal NOLs, which NewCo can better utilize to shield more US taxable income[19] - The combined cash position of the companies was $23.3 million as of December 31, 2024, with Hudson holding $17.7 million and Star holding $5.6 million[19] Transaction Details - Hudson will acquire all outstanding common shares of Star, issuing 0.23 common shares of HSON for each common share of STRR[25] - Upon completion of the merger, Hudson shareholders will own approximately 79% stake in NewCo, and Star shareholders will own approximately 21%[25]