Herbert Smith Freehills has advised Ingeus Limited (Ingeus), a multi-national Australian-based recruitment company, on its sale to US firm Providence Service Corporation (Providence).

Under the deal, Providence will acquire 100% of Ingeus for GBP £35 million in cash payable at closing and restricted stock and cash with a combined value of GBP £14,345,794 subject to a vesting schedule of four years.  To the extent certain thresholds and performance hurdles are met during the five-year period following closing of the transaction, Providence could also pay up to GBP £75 million in the form of contingent earn-out payments.

The Ingeus brand will be retained, with the Ingeus management team joining Providence and continuing to run the company's operations. Ingeus' founder, Therese Rein, will continue to lead Ingeus and will report to Providence's Chief Executive Officer, Warren Rustand.

This deal was particularly complex due to the cross border nature of the transaction, with negotiations taking place between Ingeus in Australia and Providence in North America, as well as Deloitte in the United Kingdom, which owned a 50% stake of Ingeus’ UK operations.

The Herbert Smith Freehills team was led by partner Mark Crean and supported by partner Adam Strauss and solicitor Warren Brandt.

“We were pleased to advise Ingeus on this important cross-border transaction, which will enable the company to form a strong partnership with Providence,” said Mark Crean.

The transaction is expected to close in the second quarter of 2014, subject to regulatory approvals.

Providence was advised by Sheppard, Mullin, Richter & Hampton LLP and Paul Hastings LLP.