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BGSF, Inc. (NYSE: BGSF) has filed a DEFA14A to distribute additional proxy-soliciting material related to the planned divestiture of its Professional Division to INSPYR Solutions. The Professional Division—comprising IT Consulting, Finance & Accounting, Managed Solutions, and Nearshore/Offshore Software Engineering—was identified in a year-long strategic review as having stronger growth prospects under a new owner. BGSF and INSPYR have signed a definitive agreement, with closing targeted for the second half of fiscal 2025, subject to shareholder approval and customary conditions.
The filing is largely an employee and shareholder FAQ that outlines:
- Strategic rationale: Divestiture will allow BGSF to sharpen its focus on its core Property Management Division while the Professional Division scales under INSPYR’s platform.
- Employee continuity: Current assignments, compensation, payroll schedules, and PTO policies remain unchanged until close. After close, employees will transition to INSPYR benefit plans with no coverage gaps and immediate 401(k) eligibility (25% match on the first 6 %).
- Shareholder process: Employee-shareholders retain voting rights. Proxy materials and a shareholder meeting will be scheduled; definitive proxy statements will be mailed when available.
- Timeline & contingencies: The transaction is in the sign-to-close phase. If not approved or closed, the Professional Division will continue operating within BGSF.
- Forward-looking statements & risks: The company lists typical M&A uncertainties, including regulatory clearance, financing, and potential impact on stock price if the deal does not proceed.
The document contains no financial terms (purchase price, use of proceeds) but emphasizes that further details will be provided in the definitive proxy statement and subsequent SEC filings.
BGSF, Inc. (NYSE: BGSF) signed a definitive Equity Purchase Agreement on 14 June 2025 to divest its entire Professional Division to INSPYR Solutions Intermediate, LLC for $99 million in cash, subject to customary working-capital, cash, debt and expense adjustments.
The transaction structure calls for (i) transfer of Professional Division assets and liabilities into BGSF Professional, LLC, (ii) sale of the foreign subsidiaries’ equity (except 1% of the India entity) to an affiliate of the purchaser, and (iii) sale of all equity interests in BG Finance & Accounting, Inc. and BGSF Professional. Of the headline consideration, $3.5 million will be escrowed for post-closing purchase-price adjustments and $1.7 million for potential pre-closing indirect taxes.
Key contractual terms include customary reps & warranties, interim operating covenants, non-compete / non-solicitation provisions, and a “no-shop” with fiduciary-out for superior proposals. Shareholder approval is required. Either party may terminate if the deal has not closed by 10 November 2025. Break fees are asymmetric: BGSF owes a $2.97 million Company Termination Fee under specified circumstances (including acceptance of a superior proposal), whereas the purchaser would owe a $4.95 million Purchaser Termination Fee if it fails to close in certain cases. Purchaser has secured equity financing and a buyer-side R&W insurance policy; BGSF will provide transition services for roughly six months post-close.
Leadership changes: Effective 1 July 2025, long-time Chair, President & CEO Beth Garvey will step down. The board named Kelly Brown (President, Property Management Division) and Keith Schroeder (CFO & Secretary) as interim co-CEOs. Brown will receive 50,000 restricted shares and 25,000 stock options, each vesting in thirds annually. The new leadership team is tasked with growing the Property Management Division and “right-sizing” the organisation following the divestiture.
The sale will materially refocus BGSF on its Property Management operations, provide significant liquidity, and reduce operational complexity; however, it removes diversification and is contingent on shareholder approval and timely closing.
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