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Harte Hanks Announces Expiration of "Go-Shop Period" and Designation of "Exempted Parties"

  • Harte Hanks, Inc. announced the expiration of the "Go-Shop Period" under its August 14, 2026 merger agreement with Star Equity Holdings, Inc.
  • The company received Acquisition Proposals from third parties during the Go-Shop Period, during which advisors solicited interest from 93 entities.
  • Harte Hanks delivered an Exempted Party designation notice to Star on September 11, 2026, regarding the received proposals.
  • The Board of Directors has not determined that any proposal constitutes a Superior Proposal & has not changed its recommendation to support the Star merger.
  • Harte Hanks stockholders may elect to receive $5.00 in cash or 0.50 shares of Star's 10% Series A Cumulative Perpetual Preferred Stock per share, with aggregate cash capped at $19.2 million.
  • If Harte Hanks terminates the Star Merger Agreement to pursue a Superior Proposal after the Go-Shop Period, a termination fee of $1,152,000 must be paid to Star.
  • The company remains subject to the Star Merger Agreement & intends to work toward consummating the transaction unless an alternative agreement is reached.
  • Harte Hanks has appointed Citizens Capital Markets & Advisory as lead financial advisor, Oaklins DeSilva + Phillips as financial advisor, & Baker Botts L.L.P. as legal advisor.
  • Star intends to file a Form S-4 registration statement to register shares of its preferred stock for issuance to Harte Hanks stockholders.