PHILADELPHIA, July 31, 2017 /PRNewswire/ -- CDI Corp. (NYSE:
CDI) ("CDI", or the "Company"), a leading provider of engineering,
information technology, and staffing solutions, today announced
that it has entered into a definitive agreement to be acquired by
affiliates of AE Industrial Partners, LLC ("AEI"), a private equity
investor specializing in aerospace, power generation, and specialty
industrial companies. Pursuant to the agreement, AEI will
acquire all of the outstanding shares of the Company's common stock
for $8.25 per share in an all-cash
tender offer and follow-on merger. The agreement was unanimously
approved by the Company's Board of Directors following a review of
strategic alternatives that the Company announced in March
2017. In addition, shareholders representing 26% of shares
outstanding have entered into tender and support agreements.
"After a review of strategic alternatives by our Board of
Directors, we are pleased to reach this agreement with AEI, which
provides our shareholders with immediate liquidity and substantial
certainty of value. We further believe that this transaction
presents a winning proposition for all of our stakeholders," said
Michael S. Castleman, President,
Interim CEO and Chief Financial Officer of CDI. "AEI has a
proven track record of partnering with company management, is a
strategic-minded and growth-oriented investor that has substantial
experience in many of our core end markets, and has a strong
understanding of the Company's capabilities and business
model. With AEI's longer-term commitment, strategic vision,
deep capital base, and relevant investing and operating experience,
we believe that CDI will strengthen its market position and its
delivery of value-added engineering, IT and staffing
solutions."
"We are excited to partner with CDI's exceptional leadership
team and market-leading brand," said Michael Greene, Managing Partner of AEI. "We
believe that the Company's capabilities and reputation, combined
with AEI's deep operating expertise in engineering, IT solutions,
and human capital management, will allow the Company to expand and
strengthen its relationships and its value proposition to key
customers. We look forward to working with the Company and
accelerating the growth of the business."
Under the terms of the agreement, AEI will commence a tender
offer to purchase any and all of the outstanding shares of CDI's
common stock for $8.25 per share in
cash. The purchase price represents a 33% premium to the
closing price of $6.20 on
July 28th and a 36%
premium to the average closing price for the last 30 trading days
of $6.06. Upon completion of
the transaction, CDI will become a privately held company.
The transaction, which is expected to close in the third quarter
of 2017, is conditioned upon, among other things, satisfaction of a
minimum tender condition, regulatory filings, and other customary
closing conditions. There are no financing conditions
associated with the proposed agreement.
Houlihan Lokey is serving as
financial advisor to the Company and Dechert LLP is serving as the
Company's legal advisor. Lincoln International is serving as
financial advisor to AEI and Kirkland & Ellis LLP is serving as
AEI's legal advisor.
About CDI Corporation
CDI (NYSE: CDI) seeks to create
extraordinary outcomes with our clients by delivering solutions
based on highly skilled and professional talent. Our business
is comprised of four segments: Enterprise Talent, Specialty Talent
& Technology Solutions, Engineering Solutions, and MRI. We
provide engineering, information technology, and staffing solutions
to clients in multiple industries, including aerospace, chemicals,
energy, industrial equipment, infrastructure, and technology, as
well as municipal and state governments and the U.S. Department of
Defense. We have offices and delivery centers in the U.S. and
Canada. In addition, we also
provide recruiting and staffing services through our global
MRINetwork® of franchisees. Learn more at www.cdicorp.com.
About AE Industrial Partners
AE Industrial Partners is
a leading private equity firm specializing in control-oriented
investments in aerospace, power generation, and specialty
industrial businesses and has strong experience investing in
businesses with similar capabilities and end-market exposure as
CDI. AEI invests in market-leading companies that can benefit from
its deep operating experience, industry knowledge, and
relationships. AEI is able to provide a powerful level of industry
insight and strategic direction that helps drive success within its
portfolio investments. Learn more at www.aeroequity.com.
Notice to Investors
The tender offer for the
outstanding common stock of CDI has not yet commenced. This
communication is for informational purposes only and does not
constitute an offer to buy or a solicitation of an offer to sell
any securities of CDI. The solicitation and offer to buy
common stock of CDI will only be made pursuant to an Offer to
Purchase and related materials. At the time the tender offer
is commenced, Nova Intermediate Parent, LLC and Nova Merger Sub,
Inc. will file a tender offer statement on Schedule TO with the SEC
and CDI will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer.
Investors are urged to read these materials when they become
available, as well as any other relevant documents filed with the
SEC when they become available, carefully and in their entirety
because they will contain important information, including the
terms and conditions of the tender offer. Investors may
obtain a free copy of the Solicitation/Recommendation Statement and
other documents (when available) that CDI files with the SEC at the
SEC's website at www.sec.gov, or free of charge from CDI at
www.cdicorp.com.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this announcement regarding the
proposed transaction, the expected timetable for completing the
proposed transaction, future financial and operating results,
future capital structure and liquidity, benefits of the proposed
transaction, general business outlook and any other statements
about the future expectations, beliefs, goals, plans or prospects
of the board or management of the Company constitute
forward‑looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that
are not statements of historical fact (including statements
containing the words "expects," "intends," "anticipates,"
"estimates," "predicts," "believes," "should," "potential," "may,"
"forecast," "objective," "plan," or "targets" and other similar
expressions) are intended to identify forward-looking statements.
There are a number of factors that could cause actual results or
events to differ materially from those indicated by such
forward-looking statements, including: the ability to obtain
requisite regulatory approvals, the tender of a majority of the
shares of common stock of CDI on a fully diluted basis and the
satisfaction of the other conditions to the consummation of the
proposed transaction; the potential impact of the announcement or
consummation of the proposed transaction on relationships,
including with employees, suppliers and customers; and the other
factors and financial, operational and legal risks or uncertainties
described in the Company's public filings with the SEC, including
the "Risk Factors" sections of the Company's Annual Report on Form
10-K for the year ended December 31,
2016 and subsequent Quarterly Reports on Form 10-Q, as well
as the tender offer documents to be filed by Nova Merger Sub, Inc.
and the Solicitation/Recommendation Statement to be filed by
CDI. CDI shareholders should not place undue reliance on any
forward-looking statements. CDI disclaims any intention or
obligation to update or revise any forward-looking statements as a
result of developments occurring after the date of this document
except as required by law.
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SOURCE CDI Corp.