Morgan & Banks Inv./Allegis has acquired Talent2 International Ltd.

September 2012 — Morgan & Banks Investments Pty Ltd (MBI), holding 22% of Talent2 International Limited (T2), has formed an alliance with Allegis Group Inc. (Allegis) to jointly offer for the outstanding 78% stake. Allegis is a large private US-based recruitment and human resources company. The offer for T2 at 78 cents per share valued the target's equity at US$120 million. The target's enterprise value was US$155 million, and the deal reflected a forward EBITDA multiple of 7 times.

MBI is owned and operated by Andrew Banks and Geoffrey Morgan, who established the highly successful recruitment company Morgan & Banks Ltd, listing on the Australian Stock Exchange in 1994, prior to being acquired in 1998 by Hudson Highland Group, formerly TMP Worldwide.

Talent 2 is a leading a recruitment and managed services company, HR advisory, payroll and learning services, operating over 45 offices and providing services in 31 countries across the Asia Pacific, Middle East and UK markets.

Our role in the transaction

Oaklins' team in Australia was retained by Morgan & Banks Investments Pty Ltd (MBI), the largest shareholder in T2. Our team also advised on the target's value, bid strategy and negotiations with the independent board of T2, and steered the bidders through to a successful acquisition of T2's shares and options by way of a Scheme of Arrangement. The acquisition structure required an approval vote from T2's shareholders (other than MBI) and a court ratification.