Korn Ferry to acquire AMS for ~$1.1B in cash and stock, creating global talent consulting leader

On June 27, 2026, Korn Ferry, a Delaware corporation (the “Company”), entered into a Sale and Purchase Agreement (the “Purchase Agreement”) with Auxey Holdings (Lux) S.A.S., a company incorporated in the Grand Duchy of Luxembourg (the “Majority Seller”), OMERS Administration Corporation, a corporation continued pursuant to the Ontario Municipal Employees Retirement System Act, 2006 (“OAC Seller”), AMS Cayco Ltd., a company incorporated in the Cayman Islands (the “Minority Seller”), and certain other parties (together with the Majority Seller, OAC Seller and the Minority Seller, the “Sellers”), providing for, among other things, the acquisition by the Company (the “Acquisition”) of all of the issued and outstanding shares of Auxey Holdco Limited, a company incorporated in Jersey (“AMS”), on the terms and subject to the conditions set forth therein.

Pursuant to the Purchase Agreement, the Company will pay at the closing of the Acquisition (the “Closing”) an aggregate purchase price of approximately £850 million (approximately $1.1 billion), consisting of (i) approximately £659 million (approximately $881 million) in cash; and (ii) approximately £191 million (approximately $255 million) of shares of the Company’s common stock, par value $0.01 per share (the “Consideration Shares”). The USD converted consideration is based on a 1.3376 USD:GBP exchange rate, representing the most recent 20-day average rate available ending two days before signing of the Purchase Agreement.

The Purchase Agreement employs a “locked box” mechanism in which the enterprise value of AMS has been fixed as of December 31, 2025 (the “Locked Box Date”). The Company and the Sellers have agreed to customary protections against leakage of value from AMS between the Locked Box Date and the date of the Closing (the “Closing Date”), subject to customary exceptions for permitted leakage.

The number of Consideration Shares to be issued at the Closing is calculated using a “Completion Stock Price” that will be equal to the volume-weighted average closing sale price of the Company’s common stock on the New York Stock Exchange (the “Common Stock VWAP”) for the 20 consecutive trading days ending on the last full trading day immediately prior to the delivery of a completion schedule delivered five business days prior to the Closing Date. The Completion Stock Price is subject to a collar such that it cannot exceed 115%, or be less than 85%, of $71.3815, which is the Common Stock VWAP for the 20 consecutive trading days ending on the last full trading day immediately prior to the date of the Purchase Agreement.

Each party’s obligation to consummate the Acquisition is subject to the receipt of certain regulatory approvals, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and certain regulatory and antitrust approvals in the United Kingdom and Germany (the “Regulatory Conditions”). The Purchase Agreement may be terminated if the Regulatory Conditions have not been satisfied on or before the 180th day following the date of the Purchase Agreement. The Company anticipates the Closing to occur during the Company’s fiscal quarter ending October 30, 2026.

The offer and issuance of the Consideration Shares is exempt from registration under the Securities Act, pursuant to Section 4(a) (2) of the Securities Act.

On June 29, 2026, in connection with the entry into the Purchase Agreement, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements. Such risks and uncertainties, many of which are outside of the control of the Company include, but are not limited to: (1) the occurrence of any event or change that could give rise to the termination of the Purchase Agreement; (2) the inability to timely complete or complete at all the Acquisition; (3) delays in obtaining or the inability to obtain, necessary regulatory approvals; (4) the risk that the Acquisition disrupts current plans and operations of the Company and/or AMS; (5) the ability to successfully integrate the operations and employees of AMS into the Company; (6) the ability to recognize the anticipated benefits of the Acquisition which may be affected by, among other things, the ability of the Company and AMS (prior to the closing) and the combined company (following the closing) to maintain relationships with clients and suppliers and retain key employees; (7) currency exchange rates; (8) fluctuations in the Company’s stock price; (9) costs related to the Acquisition; (10) the outcome of any legal proceedings that may be instituted against the Company or AMS or their respective affiliates following announcement of the Acquisition; (11) the possibility that the Company or AMS may be adversely affected by economic, business, and/or competitive factors

Korn Ferry (NYSE: KFY), a global organizational consulting firm, today announced that it has entered into a definitive agreement with OMERS Private Equity to acquire UK-headquartered AMS, which will create a global leader in talent and organizational consulting.

On a current annual run-rate basis, AMS is generating approximately $650 million of Fee Revenue and $100 million of Adjusted EBITDA. ... Assuming no adverse change in the economic environment, Korn Ferry estimates that the run-rate Adjusted EBITDA ... contribution within a year following the closing of the acquisition will be approximately $140 million.

AMS’s long-term contracts will add more than $1.5 billion in estimated fees remaining under existing contracts, providing greater revenue visibility and enhancing the Company’s ability to provide scalable, data-driven talent strategies across geographies and industries.

The combination will bring together two highly complementary organizations across geographies and industries with a shared commitment to drive business performance. Following completion, the collective firm will have more than 16,000 colleagues placing a professional in a job approximately every 90 seconds. ... Following the consummation of the transaction, Rosaleen Blair will continue in a Chair role.