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Affiliates of AE Industrial Partners to Close Acquisition of Engineering, IT and Staffing Firm CDI on 13 September
Tuesday 12 September 2017

12 September 2017 - Affiliates of private equity investor AE Industrial Partners, LLC have completed USD 8.25 per share cash tender offer for all of the outstanding shares of common stock of US-based engineering, information technology, and staffing solutions provider CDI Corp. (NYSE: CDI), the firm said on Tuesday.

The tender offer, which was made pursuant to the agreement and plan of merger entered into by CDI and affiliates of AE on July 31, 2017, expired 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vesting, as applicable, of all outstanding options and time-vested deferred stock of CDI), were tendered into and not withdrawn from the tender offer.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, was automatically deemed to exercise its "top-up" option to purchase shares of common stock directly from CDI 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) of the Pennsylvania Business Corp. Law.

The merger is expected to be completed on Wednesday, September 13, 2017.

Upon completion of the transaction, CDI will become a privately held company.

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 and Ellis LLP is serving as AEI's legal advisor.
Date Published: 12/09/2017
Target: CDI Corp
Country: USA
Deal Size: 155m (USD)
Sector: Machinery/Engineering
Type: LBO
Financing: Cash
Status: Agreed
Buyer: AE Industrial Partners, LLC
Buyer Advisor: Lincoln International , Kirkland and Ellis