PHILADELPHIA and BOCA RATON, Fla., Sept.
12, 2017 /PRNewswire/ -- AE Industrial Partners, LLC
("AEI"), a private equity investor specializing in aerospace, power
generation, and specialty industrial companies, today announced the
successful completion of the previously announced $8.25 per share cash tender offer for all of the
outstanding shares of common stock of CDI Corp. (NYSE: CDI)
("CDI").
The tender offer, which was made pursuant to the Agreement and
Plan of Merger (the "Merger Agreement") entered into by CDI and
affiliates of AE on July 31, 2017,
expired at 9:00 a.m., Philadelphia, Pennsylvania time, on
September 12, 2017. A total of
15,504,481 shares of common stock of CDI (excluding 321,104
shares tendered by guaranteed delivery), representing approximately
78% of the common stock outstanding on a fully-diluted basis
(assuming the exercise or vesting, as applicable, of all
outstanding options and time-vested deferred stock of CDI), were
tendered into and not withdrawn from the tender
offer. According to the terms of the tender offer, all such
CDI shares (and any additional shares tendered by guaranteed
delivery unless actual delivery does not occur) have been
irrevocably accepted for payment, which will be made promptly.
Pursuant to the terms of the Merger Agreement, Nova Merger Sub,
Inc., an affiliate of AEI ("Purchaser"), was automatically deemed
to exercise its "top-up" option to purchase shares of common stock
directly from CDI (the "Top-Up Shares") in an amount sufficient to
enable Purchaser to effect a "short-form" merger under applicable
Pennsylvania law.
As a result of the successful completion of the tender offer and
purchase of the Top-Up Shares, AEI and CDI intend to promptly
complete the acquisition of CDI by merging it with Purchaser
pursuant to Section 321(d)(1)(ii) of the Pennsylvania Business
Corporation Law. The merger is expected to be completed on
Wednesday, September 13, 2017. As a
result of the merger, CDI will become a privately-held, indirect
wholly-owned subsidiary of an affiliate of AEI and CDI's common
stock will cease trading on the New York Stock Exchange.
About CDI Corporation
CDI (NYSE: CDI) seeks to create extraordinary outcomes with its
clients by delivering solutions based on highly skilled and
professional talent. Its business is comprised of four segments:
Enterprise Talent, Specialty Talent & Technology Solutions,
Engineering Solutions, and MRI. It provides 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.
It has offices and delivery centers in the U.S. and Canada. In addition, it also provides
recruiting and staffing services through its 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. Learn more at www.aeroequity.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 CDI 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
potential impact of the 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 CDI's public filings with the SEC,
including the "Risk Factors" sections of CDI'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 filed by Nova Merger Sub, Inc. and
the Solicitation/Recommendation Statement filed by CDI. CDI
shareholders should not place undue reliance on any forward-looking
statements. CDI and AE both disclaim 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.
