Korn Ferry closes $1.1 billion AMS deal as OMERS emerges with 5.2% stake

Korn Ferry completed its purchase of AMS on Sept. 1 with cash and 3,118,628 of its own shares, a stock component that left OMERS with a 5.2% beneficial stake in Korn Ferry before any sales under a resale registration filed two days later, according to the company's closing announcement and prospectus.

The company paid approximately £473 million and $326 million in cash to cover consideration to the sellers, repayment of AMS's debt and other transaction obligations under the lock-box structure of the deal. Staffing Industry Analysts put the sterling portion at about $640.5 million. The deal was announced in June at roughly $1.1 billion.

The London-headquartered MSP and RPO provider was bought from OMERS Private Equity, the investment arm of the Ontario municipal employees' pension plan, which had owned the business since 2018.

Two days after closing, Korn Ferry filed a Form S-3 registering the resale of all 3,118,628 shares by the selling stockholders, among them OMERS Administration Corporation, AMS CayCo Ltd. and Auxey Holdings (Lux) S.A.S. The registration was required by the June 27 purchase agreement.

OMERS beneficially owned 2,864,155 shares as of Sept. 1, about 5.2% of Korn Ferry's 54,558,851 shares outstanding, before any sales under the prospectus. Korn Ferry receives no proceeds and is paying the registration costs, which the filing estimates at $173,500 excluding underwriting discounts. Korn Ferry's stock closed at $83.59 on Sept. 2.

A Canadian pension fund exited a private holding and landed on Korn Ferry's shareholder register at a size that requires disclosure, with a mechanism to sell already in place. Whether OMERS sells, and how quickly, is at its discretion under the shelf.

What Korn Ferry bought is a business built on contracts. AMS brings approximately $650 million in annual fee revenue, roughly $100 million in adjusted EBITDA and more than $1.5 billion in contracted future revenue, Hunt Scanlon Media reported. Korn Ferry's own description of AMS points the same way: the company said the business delivers technology-enabled talent solutions at scale, supported by long-term contracted client relationships.

The combined firm has nearly 17,000 colleagues in more than 130 offices worldwide, according to Korn Ferry.

Matt Norton, VP of research at SIA, wrote when the deal was announced in June that it was "a strategically significant acquisition that broadens Korn Ferry's ability to support clients across the talent lifecycle," and linked it to continued convergence in the workforce solutions ecosystem as providers expand into adjacent services.

Korn Ferry's own risk disclosures are less lyrical. The closing announcement lists integrating AMS's operations and employees, retaining key employees, and maintaining client and supplier relationships among the factors that could cause outcomes to differ from what the company expects. In a business whose value sits in multi-year contracts and the delivery teams that service them, those are the same risk.

Across fiscal years 2025 and 2026, Korn Ferry said in the prospectus, it worked with 94% of the S&P 100, 82% of the S&P 500, 86% of the S&P Europe 350 and 96% of Fortune's Top 50 World's Most Admired, and noted that clients increasingly engage it through integrated, multi-year relationships spanning a broad range of offerings and scalable delivery models. AMS gives that claim an operational spine.