Talent2: Seven good reasons to go from public to private

Things are not going well for public listed recruitment company, Talent2 (ASX:TWO). And, like every listed company, its travails are on display in the form of its regular updates to the Australian Securities Exchange. In the six months to December 31, 2011, the company reported a net loss of $1.6 million, a fall of 147%.

“Our performance hasn’t been great,” Talent2 CEO , John Rawlinson tells LeadingCompany today. “For that reason our share price is low.”

Solution? Take the company private again. Talent2’s biggest shareholders, chair Andrew Banks and director Geoff Morgan, together with a large privately held American company, Allegis, today proposed buying out the remaining shareholders and remove the company from the ASX to “allow the company more flexibility to meet its strategic growth plans”.

This is public relations-speak for “time for a big overhaul that could take years to deliver results and which shareholders will almost certainly get impatient about”.

Companies list on stock exchanges for several reasons: to build their brand and gain credibility, to raise capital for growth, and to allow the founding shareholders (and subsequent ones) to sell, and recoup their investment of time and money.

However, there is nothing stopping a public company changing its mind and going private again, provided it can get the agreement of shareholders.

That is easier when the share price is low, and Talent2 has watched its share-price fall from a high of $1.53 to a low of 32 cents in the past year, and it currently about 48 cents. The price offered in the buy-back is 78 cents a share.

Talent2 has big growth aspirations: “to be the best end-to-end talent management organisation in the world by 2015 and expand its global footprint in Human Resources Outsourcing (HRO) for the benefit of clients and stakeholders. Talent2 is Asia Pacific’s number one Multi-Process HRO provider.”

If its plans are not dependent on large amount of public capital – private equity, debt or strategic partners could fill the gap – there is no real reason to remain listed, Doug Dow, Associate professor of business strategy at Melbourne Business School tells LeadingCompany.

Rawlinson expects that the new owners, between them, will stump up any cash that is needed.

In fact, more can be achieved by being private.

The benefits of going private

1. Regain control

An undervalued company can easily be taken over by a rival, or shareholders put a lot of pressure on the company’s board and management to change its strategy, reducing the control of the board and management to execute the decisions they think are in the company’s best interest.

“If the board disagrees with the way the market values their company, and the market does not appreciate the long-term implications of their strategy, the company might go private again,” Dow says.

2. Save money

Running a private company is cheaper than running a public one, Dow points out. “As the reporting requirements get more onerous, add cost but not adding value, companies might choose to go private again,” he says.

Companies can reduce administrative staff once the reporting requirements are reduced. Rawlinson says it costs at least a million dollars a year to meet listing requirements and believes some money will be saved.

3. Align with a strategic partner

Talent2 will be part owned under this deal by an enormous American recruiter, Allegis, which is privately owned and is already a strategic partner. Now the ownership of the two companies will be in alignment.

However, Rawlinson says the two companies are already culturally aligned; it is more a matter that “when you have challenging economic times, you can manage that better as a private company with financial strong shareholders.”

4. Create a sense of crisis to instigate change

When changes are long-term and significant, going private reduces the number of stakeholders that the management has to persuade to change, Dow says.

“There is an argument in academic circles that it is almost impossible to achieve change, and the only time you can is when it is in crisis,” he says. “Delisting means one set of stakeholders – shareholders – are out of the picture. Management can say, we are the owners, and you don’t have a choice.”

5. Change in privacy

The difficult decisions required to make changes – such as job cuts or offshoring – are open to scrutiny and criticism for public companies, but private ones are just that: free to act in private during the delicate stages of rebuilding a company in trouble.

Rawlinson says there will not be job cuts. However, the company wants to spend money on its human resources outsourcing service, so profits will be affected.

6. Keep rivals in the dark

Private companies can keep their strategies, plans, profits and salaries out of the eyes of the public. Talent2 is facing problems in its current market in Australia and Asian countries and wants to take advantage of the geographic reach of its new partner, Allegis, in Europe and America.

7. Return to the market for liquidity and capital

When the hard times are over and the company is robust and growing, it is ready to return to public ownership, allowing private owners to sell their shares and realise their returns.

Rawlinson says Allegis has no plans to list. “I would never say never, but who knows,” he says.

Andrew Banks will continue as chair of the company and Geoff Morgan will remain on the board with day-to-day leadership responsibilities of the business.

Talent2 was founded in 2003 by Banks and Morgan after they sold their first recruitment company Morgan & Banks for $380 million in 1999. It has 40 offices in 31 countries across the Asia Pacific region, Middle East, UK and US.

Allegis Group, founded in 1983, has offices in over 300 cities throughout the Americas, Europe and Asia.