GEE Group reviews Star Equity buyout bid with Roth Capital

FLORIDA and CALIFORNIA, UNITED STATES — GEE Group, a U.S.-based professional staffing firm with offshore recruiting capabilities through its Hornet subsidiary, has hired Roth Capital Partners as its financial advisor. 

The move follows public pressure from Star Equity Fund—an investment fund managed by Star Equity Holdings—which recently expressed interest in acquiring the company.

GEE Group initiates strategic M&A review

According to a report from Staffing Industry Analysts, the move sets up a formal review of offers and other strategic alternatives as the company says it will respond privately to interested parties. It signals that its board is moving the matter into a more structured review process. 

As Derek Dewan, Chairman and CEO of GEE Group, notes, “In accordance with its fiduciary duties, the board of directors of GEE Group and its M&A committee will consider any bona fide offer regarding a business combination, acquisition, or other transaction that it believes will enhance shareholder value.”

The appointment follows a sequence of developments initiated by Star Equity Fund, which first stated its interest in a merger with GEE Group in January.

That pressure intensified on March 6, when Star Equity Fund called on GEE Group to retain an investment bank to conduct a sale process. Star Equity stipulated that the adviser should report directly to the board’s M&A committee—a structure GEE Group confirms Roth Capital Partners is now following. During its push, Star Equity Fund also raised concerns regarding the staffing firm’s recent financial performance.

However, GEE Group has made it clear that Roth’s review does not guarantee a finalized deal. This caveat preserves the company’s flexibility to evaluate market interest while reserving the right to reject offers, pursue different strategic alternatives, or remain an independent entity if no proposal meets its valuation standards.

Star Equity Fund is managed by the investments division of Star Equity Holdings, a diversified holding company listed on Nasdaq. The parent company includes Hudson Talent Solutions, a recruitment process outsourcing (RPO) provider, adding another layer of relevance to its interest in GEE Group as both an investor and a party connected to talent and workforce services.

Why Star Equity targets GEE Group’s staffing platform

The strategic interest in GEE Group stems from its business model and the segments it serves, as the company itself highlighted in explaining why it could appeal to buyers. 

Dewan said GEE Group’s businesses “offer substantial value to strategic or financial buyers who wish to enhance their existing IT and other professional services vertical offerings or add complimentary higher-end human resources solutions to their menu of services.”

This assessment underscores the company’s evolution beyond a traditional light-industrial staffing business. Operating as the successor to employment offices that date back to 1893, GEE Group boasts a long operational history. Today, it provides professional staffing services across highly technical sectors, including IT, engineering, and finance/accounting.

While its historical core business has been onshore staffing, the company has also expanded into offshore recruiting and staffing capabilities through Hornet.

For now, GEE Group’s public statements remain measured, focusing strictly on the ongoing review process rather than suggesting a sale is imminent. 

That restraint is important because it keeps the focus on the facts now on the table: a public expression of interest from Star Equity Fund, a board-approved decision in February to engage Roth Capital Partners, and a process now being handled formally through the company’s board and M&A committee.

Taken together, these developments show a company responding to external pressure while trying to retain control over the process and message. GEE Group has acknowledged interest, hired an adviser, and outlined the framework for evaluating proposals.