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Power & Utility Services
July 31, 2017
CDI Corp to be Acquired by AE Industrial Partners for $8.25 Per Share in Cash

Philadelphia (July 31, 2017) – 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

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

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

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, or free of charge from CDI at

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.


Investor Relations Contact for CDI:
Vance Edelson
(215) 278-8230

Media Contacts for AE Industrial:
Owen Blicksilver Public Relations
Carol Makovich
(203) 622-4781

Jennifer Hurson
(845) 507-0571