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SThree gives Circle8 until 18 November to firm up a cash offer

Circle8 says a combination could bring gross revenues close to $3bn (£2.2bn), but no price has been disclosed and SThree's board has already turned down one approach

The facts
  • SThree contractor order book: £148m at 31 August, up 5%
  • SThree net cash: £36m at 31 August, down from £42m a year earlier
  • SThree headcount: down 7% since the end of its last financial year
  • SThree gross revenue: about £1.3bn in the year to 30 November 2025, according to Circle8
What the move signals

Circle8 is trying to buy scale in technology staffing with cash rather than shares, which would fold a contract-heavy recruiter into an IT services group selling consulting and managed services on both sides of the Atlantic. SThree's board has moved from outright rejection to opening its books, which shows it is prepared to engage on improved terms while its own trading remains under pressure. For companies that hire contract engineers and technologists through SThree, a completed deal would put that supplier inside a group that also competes for their consulting and services budgets.

“This is not about becoming bigger for the sake of size.”Guus Franke, chairman and chief executive, Circle8 Group

SThree, the London-listed recruiter that calls itself “the global STEM workforce consultancy”, said on 21 October that talks with Nasdaq-listed Circle8 Group about a possible all-cash offer are continuing. The Takeover Panel agreed to a further 28-day extension at the board's request, so Circle8 has until 5.00pm London time on 18 November to announce a firm offer or say it will not bid.

This is the second extension. SThree's board unanimously rejected Circle8's first approach on 11 September, saying it “significantly undervalues SThree and its future prospects”. On 7 October SThree said Circle8 had made a revised proposal for an improved all-cash offer and granted 14 days for limited due diligence and assurances on financing. SThree has disclosed no terms and says there is no certainty an offer will be made.

The talks come as SThree's fees shrink. Net fees fell 2% to £79.2m in the three months to 31 August, after falls of 8% and 6% in the first two quarters. Contract work made up 84% of net fees. The US business grew 11% to £24.9m, while Germany, Austria and Switzerland fell 12%. Timo Lehne, SThree's chief executive, said in the 22 September trading update that SThree was seeing encouraging signs of stabilization, helped by US growth. SThree raised its full-year pre-tax profit guidance to at least £12m from about £10m, but said the outperformance came mainly from working capital efficiencies and other one-off benefits that are not expected to recur.

Circle8 describes itself as an international technology and business transformation platform across North America and Europe. It said it has more than 16,000 professionals and reported more than $1.2bn (£895m) of gross revenue in 2025. It said it would pay in cash, without issuing new Circle8 shares. Guus Franke, its chairman and chief executive, made the case for the deal on 11 September.

Sources
  1. SThree, “Extension of PUSU Deadline”, RNS announcement, 21 October 2026. https://www.investegate.co.uk/announcement/rns/sthree--stem/extension-of-pusu-deadline/9834955
  2. SThree, “Extension of PUSU Deadline”, RNS announcement, 7 October 2026. https://www.investegate.co.uk/announcement/rns/sthree--stem/extension-of-pusu-deadline/9811973
  3. SThree, “Rejection of possible offer from Circle8”, RNS announcement, 11 September 2026. https://www.investegate.co.uk/announcement/rns/sthree--stem/rejection-of-possible-offer-from-circle8/9768391
  4. Circle8 Group, “Statement re Possible Offer”, RNS announcement, 11 September 2026. https://www.investegate.co.uk/announcement/rns/sthree--stem/statement-re-possible-offer/9767548
  5. SThree, “FY26 Q3 Trading Update”, RNS announcement, 22 September 2026. https://www.investegate.co.uk/announcement/rns/sthree--stem/fy26-q3-trading-update/9783226
  6. SThree, “FY26 PBT Profit Forecast”, RNS announcement, 24 September 2026. https://www.investegate.co.uk/announcement/rns/sthree--stem/fy26-pbt-profit-forecast/9790003
  7. European Central Bank, euro foreign exchange reference rates, 21 October 2026. https://www.ecb.europa.eu/stats/eurofxref/eurofxref-daily.xml
  8. Investing.com, “SThree extends takeover deadline to November 18”, 21 October 2026. https://www.investing.com/news/company-news/sthree-extends-takeover-deadline-to-november-18-93CH-4963579
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