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CDI Corp. to be Acquired by AE Industrial Partners for $8.25 Per Share in Cash

PHILADELPHIA, July 31, 2017 /PRNewswire/ -- CDI Corp. (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...