PHILADELPHIA and BOCA RATON,
Fla., Sept. 13, 2017
/PRNewswire/ -- AE Industrial Partners, LLC ("AEI"), a private
equity investor specializing in aerospace, power generation, and
specialty industrial companies, and CDI Corp. ("CDI"), a leading
provider of engineering, information technology, and staffing
solutions, today announced the successful completion of the
previously announced transaction amongst the parties, whereby
private funds managed by an affiliate of AEI acquired all of the
outstanding common stock of CDI.
The transaction was effected through a previously announced cash
tender offer for all of the outstanding shares of common stock of
CDI followed by a merger. The cash tender offer, which was made at
$8.25 per share pursuant to the
Agreement and Plan of Merger (the "Merger Agreement") entered into
by CDI and affiliates of AEI, on July 31,
2017, expired at 9:00 a.m.,
Philadelphia, Pennsylvania time,
on September 12, 2017. On
September 12, 2017, 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 accepted for payment. CDI
shares validly tendered by guaranteed delivery were accepted for
payment upon receipt. Following the acceptance of the shares in the
tender offer, 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 in an
amount such that Purchaser held over 80% of CDI's shares of common
stock on a fully-diluted basis.
On September 13, 2017, in
accordance with the Merger Agreement, the acquisition was completed
by merging Purchaser with and into CDI in a "short-form" merger
pursuant to Section 321(d)(1)(ii) of the Pennsylvania Business
Corporation Law. In connection with the merger, all shares not
validly tendered in the tender offer (subject to certain
exceptions, including shares for which dissenters' rights were
validly demanded and not otherwise lost) were cancelled and
converted into the right to receive $8.25 cash per share. As a result of the
transaction, which was valued at approximately $157.5 million, effective today CDI became a
privately-held company and CDI common stock ceased trading on the
New York Stock Exchange and will be delisted.
Houlihan Lokey served as
financial advisor to CDI and Dechert LLP served as CDI's legal
advisor. Lincoln International served as financial advisor to AEI
and Kirkland & Ellis LLP served as AEI's legal advisor.
About CDI Corporation
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.
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SOURCE CDI Corp.