Korn Ferry (KFY) investor relations material

Deal rationale and strategic fit

• The acquisition creates a global leader in talent and organizational consulting, doubling headcount to over 16,000 and expanding reach to more than 120 countries, leveraging complementary strengths across geographies and industries.

• The merger expands capabilities in recruitment process outsourcing, early careers, contingent workforce solutions, and technology consulting.

• Both organizations share similar values and cultures, supporting long-term performance and business alignment.

• The deal is expected to broaden client relationships and expand offerings, particularly in the US market.

• AMS's industry and geographic strengths, especially in financial services and EMEA, are highly complementary.

Financial terms and conditions

• Purchase price is approximately GBP 850 million ($1.1 billion), with GBP 659 million ($880 million) in cash and GBP 191 million ($255 million) in stock; 3.6 million shares will be issued, subject to a 15% collar based on a 20-day VWAP prior to closing.

• About $300 million will be funded from cash on hand, with $581 million from existing revolving credit at under 5% cost.

• AMS generates about $650 million in fee revenue and $100 million in adjusted EBITDA annually.

• Run-rate adjusted EBITDA for AMS projected to rise from $100 million to $140 million within a year post-closing, driven by both top-line and cost synergies.

• No earn-outs are included in the transaction.

Synergies and expected cost savings

• The deal is expected to be immediately accretive to EPS in the first full year, after restructuring and integration costs.

• Significant opportunities identified in infrastructure, supplier, auditor, and real estate cost savings.

• AMS's global capability centers offer potential for enhanced client service delivery and operational leverage.

• AMS's long-term contracts add over $1.5 billion in estimated fees, increasing revenue visibility.

• The merger is expected to create sustainable opportunities at scale and enhance the ability to provide scalable, data-driven talent strategies.