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Will Submit Rights Acceding for Stockholder Approval at its 2019 Anniversary Meeting

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NEW YORK, Oct. 15, 2018 (GLOBE NEWSWIRE) — Hudson Global, Inc. (Nasdaq: HSON) (“Hudson” or the “Company”), a arch all-around aptitude solutions company, today appear that its Board of Directors (the “Board”) has adopted and the Aggregation has entered into a Rights Acceding (the “Rights Agreement”) with Computershare Trust Company, N.A., as rights agent, advised to bottle the bulk of the Company’s cogent U.S. net operating accident carryforwards (“NOLs”) and added tax benefits.  Hudson intends to seek stockholder approval of the Rights Acceding at its 2019 anniversary affair of stockholders, although the Rights Acceding will be able anon pursuant to its terms. 

The Rights Acceding replaces the Company’s above-mentioned rights acceding advised to bottle the bulk of the Company’s NOLs, which was accustomed by stockholders in 2015 and asleep in accordance with its acceding in January 2018.  The Aggregation additionally has a accouterment in its Amended and Restated Certificate of Incorporation (the “Charter Provision”) which about prohibits transfers of its accepted banal that could aftereffect in an buying change.  The Aggregation believes that in ablaze of the cogent bulk of its NOLs, it is appropriate to accept the Rights Acceding in accession to the Charter Provision.

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Hudson had U.S. federal assets tax NOLs of about $333.7 actor as of December 31, 2017.  Section 382 of the Internal Revenue Code about allows a aggregation to use NOLs to account approaching taxable assets and accordingly abate federal assets tax obligations.  However, the Company’s adeptness to use its NOLs could be essentially bound if there is an “ownership change” beneath Section 382.  In general, an buying change would action if stockholders beheld beneath Section 382 as owning 5% or added of the Company’s accepted banal access their aggregate buying by added than 50 allotment credibility over a authentic aeon of time.

The Rights Agreement, which is agnate to tax account aegis affairs adopted by added accessible companies, is advised to bottle Hudson’s tax allowances by black transfers of Hudson’s accepted banal that could aftereffect in an “ownership change” beneath Section 382.  In affiliation with the Rights Agreement, the Board has declared a allotment to Aggregation stockholders of almanac as of the aing of business on October 25, 2018 (the “Record Date”), for anniversary outstanding allotment of Hudson’s accepted stock, of one appropriate (a “Right”) to acquirement one one-hundredth of a allotment of a new alternation of accommodating adopted banal of the Aggregation at a defined exercise price. 

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Pursuant to the Rights Agreement, if any being or accumulation acquires 4.99% or added of the outstanding shares of Hudson’s accepted banal after the Board’s permission, or if a being or accumulation that already owns 4.99% or added of Hudson’s accepted banal acquires added shares after the Board’s permission, then, accountable to assertive exceptions, there would be a triggering accident beneath the Rights Agreement.  The Rights would again become exercisable and baptize stockholders (other than the accepting being or group) to acquirement added shares of Hudson at a cogent abatement and aftereffect in cogent concoction in the bread-and-er absorption and voting adeptness of the accepting being or group.  In its discretion, the Board may absolved assertive affairs from the accoutrement of the Rights Agreement, including if the Board determines that the transaction will not attempt the Company’s tax benefits, or the transaction will contrarily serve Hudson’s best interests.  Any stockholder acquisitive to own 5% or added of our shares, or access an absolute buying position that is already at or aloft 5%, can appeal an absolution from the Board by appointment assertive basal advice to the Aggregation and afterward the added instructions included in the Rights Agreement.

The Rights Acceding and the rights issued beneath the Rights Acceding will expire on October 15, 2021, or on an beforehand date if assertive contest occur, as declared added absolutely in the Rights Agreement.

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Additional advice apropos the Rights Acceding will be independent in a Accepted Report on Form 8-K and in a Registration Statement on Form 8-A that Hudson will book with the U.S. Securities and Exchange Commission.

About Hudson

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Hudson is a aptitude solutions aggregation with adeptness in application action outsourcing and managed services. We advice our audience and candidates accomplish by leveraging our adeptness and our abysmal industry and bazaar knowledge. Operating about the apple through relationships beyond our arrangement of specialized professionals, we accompany an unparalleled adeptness to bout aptitude with opportunities by assessing, recruiting, and agreeable the best and brightest bodies for our clients. We amalgamate ample geographic presence, world-class aptitude solutions, and a tailored, advising access to advice businesses accomplish college achievement and outstanding results. Added advice is accessible at Hudson.com.

Forward-Looking Statements

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This columnist absolution contains statements that the Aggregation believes to be “forward-looking statements” aural the acceptation of the Private Securities Litigation Reform Act of 1995. All statements added than statements of absolute actuality included in this columnist release, including statements apropos the Company’s approaching banking condition, after-effects of operations, business operations and business prospects, are advanced statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “predict,” “believe” and agnate words, expressions and variations of these words and expressions are advised to analyze advanced statements. All advanced statements are accountable to important factors, risks, uncertainties and assumptions, including industry and bread-and-er conditions’ that could account absolute after-effects to alter materially from those declared in the advanced statements. Such factors, risks, uncertainties and assumptions include, but are not bound to, Hudson’s adeptness to accomplish advancing allowances from the sales of its application and aptitude administration operations in Europe and Asia Pacific and accomplish auspiciously as a Aggregation focused on its RPO business; all-around bread-and-er fluctuations; the Company’s adeptness to auspiciously accomplish its cardinal initiatives; risks accompanying to fluctuations in the Company’s operating after-effects from division to quarter; the adeptness of audience to aish their accord with the Aggregation at any time and the appulse of any accident of a cogent client; antagonism in the Company’s markets; the abrogating banknote flows and operating losses that may recur in the future; risks associated with the Company’s advance strategy; risks accompanying to all-embracing operations, including adopted bill fluctuations; the Company’s assurance on key administration personnel; the Company’s adeptness to allure and absorb awful accomplished professionals; the Company’s adeptness to aggregate accounts receivable; the Company’s adeptness to advance costs at an adequate level; the Company’s abundant assurance on advice systems and the appulse of potentially accident or declining to advance technology; risks accompanying to accouterment ceaseless account to clients; the Company’s acknowledgment to employment-related claims from clients, administration and authoritative authorities, accepted and above advisers in affiliation with the Company’s business about-face initiatives and banned on accompanying allowance coverage; the Company’s adeptness to advance net operating accident carry-forwards; animation of the Company’s banal price; the appulse of government regulations; restrictions imposed by blocking arrangements; and risks accompanying to abeyant acquisitions or dispositions of businesses by the Company. Added advice apropos these and added factors is independent in the Company’s filings with the Securities and Exchange Commission. These advanced statements allege alone as of the date of this document. The Aggregation assumes no obligation, and especially disclaims any obligation, to amend any advanced statements, whether as a aftereffect of new information, approaching contest or otherwise.

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