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Private equity firm to acquire CDI for $157.5 million

July 31, 2017

CDI Corp. (NYSE: CDI), a Philadelphia-based provider of IT and engineering staffing, agreed to be acquired by affiliates of AE Industrial Partners LLC, a private equity investor specializing in aerospace, power generation and specialty industrial companies. Upon completion of the transaction, which is expected to close in the third quarter, CDI will become a privately held company.

AEI will acquire all of the outstanding shares of CDI’s common stock for $8.25 per share in an all-cash tender offer and follow-on merger. With approximately 19.09 million outstanding shares, the deal is valued at $157.5 million.

CDI’s board unanimously approved the acquisition agreement, which follows a review of strategic alternatives announced in March. In addition, shareholders representing 26% of the outstanding shares have entered into tender and support agreements.

The purchase price represents a 33% premium to the July 28 closing price of $6.20 and a 36% premium to the average closing price for the last 30 trading days of $6.06.

“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,” said CDI President, Interim CEO and CFO Michael Castleman. “We further believe that this transaction presents a winning proposition for all of our stakeholders. 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.”

CDI ranks fifth on Staffing Industry Analysts’ 2017 list of largest engineering staffing firms in the US and No. 19 on its list of largest IT staffing firms in the US. The company this month landed a new SEAPORT task order — with a maximum value of $38 million over a five-year period — from the US Navy to provide Readiness Assistance Team support services for Commander, Naval Surface Forces Pacific.

"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.”