Harte Hanks Announces Expiration of "Go-Shop Period" and Designation of "Exempted Parties"
Harte Hanks (HHS) reported the September 11, 2026 expiration of its merger go-shop period with Star Equity Holdings.
Rhea-AI Summary
Harte Hanks (HHS) reported the September 11, 2026 expiration of its merger go-shop period with Star Equity Holdings.
Under the August 14, 2026 Star Merger Agreement, Harte Hanks stockholders may elect to receive either $5.00 in cash or 0.50 shares of Star’s publicly traded 10% Series A Cumulative Perpetual Preferred Stock for each eligible Harte Hanks share, subject to election and proration provisions, with aggregate cash consideration capped at $19.2 million, including cash in lieu of fractional shares.
During the go-shop, the company and its advisors solicited interest from 93 third parties, entered into confidentiality agreements with a subset, and received Acquisition Proposals, leading to delivery of an Exempted Party designation notice to Star on September 11, 2026. The board has not determined that any proposal is a Superior Proposal and cautions there is no assurance an alternative transaction will emerge.
If Harte Hanks terminates the Star Merger Agreement after the go-shop to enter a definitive agreement for a Superior Proposal, it must pay Star a termination fee of $1,152,000. The company remains subject to the Star Merger Agreement, has not changed its recommendation, and states it is working to consummate the Star transaction.
Positive
- Election consideration of $5.00 cash or 0.50 shares of Star’s 10% Series A preferred stock per eligible Harte Hanks share
- Go-shop outreach to 93 parties produced Acquisition Proposals and an Exempted Party designation notice to Star
- Board maintains recommendation in favor of the Star Merger Agreement and states it is working toward closing
Negative
- Aggregate cash elections are constrained by a $19.2 million cap, including cash in lieu of fractional shares
- Switching to a Superior Proposal after the go-shop would require a $1,152,000 termination fee payment to Star
- The board has not found any proposal to be a Superior Proposal and warns no alternative transaction may result
Key Figures
- Cash consideration
- $5.00 per share
- Harte Hanks merger consideration, subject to election and proration provisions
- Preferred-stock consideration
- 0.50 shares
- Star 10% Series A Cumulative Perpetual Preferred Stock per eligible HHS share
- Aggregate cash cap
- $19.2 million
- Maximum cash consideration, including cash in lieu of fractional shares
- Third parties solicited
- 93 third parties
- Go-Shop Period solicitation process
- Termination fee
- $1,152,000
- Payable to Star if HHS terminates for a Superior Proposal after the Go-Shop Period
Historical Context
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Star agreed to acquire HHS for $5.00 per share under cash and preferred-stock terms
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
go-shop period financial
superior proposal financial
termination fee financial
form 8-k regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
CHELMSFORD, MA / ACCESS Newswire / September 15, 2026 / Harte Hanks, Inc. ("Harte Hanks" or the "Company") announced today the expiration of the "Go-Shop Period" set forth in the previously announced Agreement and Plan of Merger with Star Equity Holdings, Inc. ("Star"), dated as of August 14, 2026 (the "Star Merger Agreement"), the receipt of "Acquisition Proposals" (as defined in the Star Merger Agreement), and the Company's provision to Star of the Exempted Party designation notice pursuant to Section 5.3(a) of the Star Merger Agreement.
As previously announced, under the terms of the Star Merger Agreement, Star has agreed to acquire Harte Hanks. As previously announced, the Star Merger Agreement permits Harte Hanks stockholders to elect to receive
During the Go-Shop Period, Harte Hanks and its advisors actively solicited interest from 93 third parties to determine whether they had any interest in making a proposal to acquire Harte Hanks. The Company entered into confidentiality agreements with a subset of those parties and, prior to the expiration of the Go-Shop Period, the Company received Acquisition Proposals.
On September 11, 2026, after consultation with the Company's Board of Directors (the "Board"), outside financial advisors and legal counsel, the Company delivered to Star the Exempted Party designation notice pursuant to Section 5.3(a) of the Star Merger Agreement. At this time, the Board has not determined that any proposal constitutes a Superior Proposal, and there can be no assurances that a Superior Proposal will result from any proposal or that any alternative transaction will be entered into or consummated.
Under the Star Merger Agreement, if the Company terminates the Star Merger Agreement in accordance with its terms to enter into a definitive agreement for a Superior Proposal after the end of the Go-Shop Period, the Company must pay, or cause to be paid, a termination fee of
At this time, the Company remains subject to the Star Merger Agreement and is working to consummate the transactions under the Star Merger Agreement, which remains in effect unless and until it is terminated. Accordingly, subject to and as required by the Star Merger Agreement, the Board has not made a "Company Board Recommendation Change" (as defined in the Star Merger Agreement) and reaffirms its "Company Board Recommendation" (as defined in the Star Merger Agreement) of the Star Merger Agreement. The Company does not intend to disclose developments with respect to this process unless and until it determines it is appropriate to do so, subject to the terms of the Star Merger Agreement.
The foregoing description of the Star Merger Agreement and the transactions contemplated thereby is subject to, and is qualified in its entirety by reference to, the full terms of the Star Merger Agreement, which Harte Hanks has filed on Form 8-K.
Advisors
Citizens Capital Markets & Advisory is serving as lead financial advisor and Oaklins DeSilva + Phillips is serving as financial advisor to Harte Hanks. Baker Botts L.L.P. is serving as legal advisor to Harte Hanks.
About Harte Hanks
Harte Hanks, Inc. is a leading global customer experience company whose mission is to partner with clients to provide them with CX strategy, data-driven analytics and actionable insights, combined with seamless program execution. Harte Hanks delivers marketing, customer care, sales, data, fulfillment and logistics solutions that help brands build stronger relationships with their customers.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the federal securities laws. All such statements are qualified by this cautionary note, which is provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. Statements other than historical facts are forward-looking and may be identified by words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "seeks," "could," "intends," or words of similar meaning. Examples in this communication include statements regarding whether any Acquisition Proposal will result in a Superior Proposal; the continuation and outcome of discussions or negotiations with any Exempted Party; whether the Company will enter into or complete an alternative transaction or those transactions under the Star Merger Agreement; and the effect of these developments on the pending Merger with Star. There can be no assurance that any transaction will be completed.
These forward-looking statements are based on current information, expectations, and estimates and involve risks, uncertainties, assumptions, and other factors that are difficult to predict and that could cause actual results to vary materially from what is expressed in or indicated by the forward-looking statements. A discussion of some of these risks, uncertainties, assumptions, and other factors can be found in our filings with the SEC, including the factors discussed under "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 10-K"), "Part II - Item 1A. Risk Factors" in our Quarterly Report on Form 10-Q, and in our other reports filed or furnished with the SEC. The forward-looking statements included in this current report and those included in our other public filings, press releases, our website, and oral and written presentations by management are made only as of the respective dates thereof, and we undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future, except as required by law.
Important Information About the Proposed Transaction
In connection with the proposed transaction, Star intends to file with the SEC a registration statement on Form S-4 to register the shares of
After the registration statement has been declared effective, a definitive proxy statement/prospectus will be mailed to the stockholders of Harte Hanks. Investors and security holders will be able to obtain free copies of the registration statement and the proxy statement/prospectus, as each may be amended or supplemented from time to time, and other relevant documents filed by Harte Hanks with the SEC (if and when they become available) through the website maintained by the SEC at www.sec.gov. Copies of such documents filed with the SEC by Harte Hanks and Star, including the proxy statement/prospectus (when available), will be available free of charge from Harte Hanks's website at www.hartehanks.com under the "Investor Relations" link.
Participants in the Solicitation
Harte Hanks, Star, their respective directors and certain of their respective officers may be considered participants in the solicitation of proxies in connection with the proposed Merger. Information regarding the names, affiliations and interests of certain of Harte Hanks's directors and executive officers in the solicitation and their ownership of Harte Hanks common stock is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 17, 2026, its subsequent Quarterly Reports on Form 10-Q filed with the SEC on May 15, 2026 and August 14, 2026, its definitive proxy statement for the 2026 annual meeting of stockholders filed with the SEC on April 9, 2026 and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the proposed transaction when they become available. Information regarding the names, affiliations and interests of certain of Star is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on March 20, 2026, its subsequent Quarterly Reports on Form 10-Q filed with the SEC on May 12, 2026 and August 14, 2026, its definitive proxy statement for the 2026 annual meeting of stockholders filed with the SEC on April 30, 2026 and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the proposed transaction when they become available. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Investor Relations Contact:
David Garrison
Investor.Relations@hartehanks.com
SOURCE: Harte Hanks, Inc.
View the original press release on ACCESS Newswire
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What consideration can Harte Hanks stockholders elect to receive in the Star merger?
For each eligible share of Harte Hanks common stock, stockholders may elect to receive either $5.00 in cash or 0.50 shares of Star’s publicly traded 10% Series A Cumulative Perpetual Preferred Stock. The company notes that these elections are subject to the election and proration provisions of the Star Merger Agreement and that aggregate cash consideration, including cash paid in lieu of fractional shares, is capped at $19.2 million.
Under what circumstances must Harte Hanks pay a termination fee to Star?
If Harte Hanks terminates the Star Merger Agreement in accordance with its terms after the end of the go-shop period in order to enter into a definitive agreement for a Superior Proposal, it must pay, or cause to be paid, a termination fee of $1,152,000 to Star prior to or concurrently with that termination.
How is the Harte Hanks board currently positioning itself regarding the Star merger and alternative proposals?
The company states that it remains subject to the Star Merger Agreement and is working to consummate the transactions under that agreement. The board has not made a “Company Board Recommendation Change” and reaffirms its existing “Company Board Recommendation” in favor of the Star Merger Agreement. At the same time, the board has not determined that any Acquisition Proposal it has received constitutes a Superior Proposal.
Will Harte Hanks provide ongoing updates about the merger process and any alternative proposals?
The company states that it does not intend to disclose developments with respect to this process unless and until it determines that such disclosure is appropriate, subject to the terms of the Star Merger Agreement.
Where can investors find the full Star Merger Agreement and additional information about the transaction?
The Star Merger Agreement has been filed by Harte Hanks on Form 8-K. Additional information about the participants in the proxy solicitation and their interests will be included in the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the proposed transaction, which can be obtained free of charge from the sources indicated in Harte Hanks’ and Star’s SEC filings.