UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

CDI Corp.

(Name of Subject Company)

 

 

CDI Corp.

(Names of Persons Filing Statement)

 

 

COMMON STOCK, PAR VALUE $0.10 PER SHARE

(Title of Class of Securities)

125071100

(CUSIP Number of Class of Securities)

Brian D. Short

Executive Vice President, Chief Administrative Officer and General Counsel

1735 Market Street, Suite 200

Philadelphia, PA 19103

(215) 636-1129

With copies to:

Martin Nussbaum, Esq.

Ian A. Hartman, Esq.

Dechert LLP

1095 Avenue of the Americas

New York, NY 10036

(212) 698-3500

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

 

 

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 


This Schedule 14D-9 filing consists of the following communications related to the proposed acquisition of CDI Corp. (the “ Company ”) by Nova Intermediate Parent, LLC, a Delaware limited liability company (“ Parent ”), and Nova Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to the terms of the Agreement and Plan of Merger (the “ Merger Agreement ”) entered into by and among the Company, Merger Sub and Parent on July 31, 2017:

 

Exhibit 99.1    Email to Company employees
Exhibit 99.2    Form email to clients and stakeholders
Exhibit 99.3    Communication to MRI Network owners/managers
Exhibit 99.4    Internal communication to Company employees

Notice to Investors

The tender offer for the outstanding common stock of the Company 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 the Company. The solicitation and offer to buy common stock of the Company 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 U.S. Securities and Exchange Commission (the “ SEC ”) and the Company 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 the Company files with the SEC at the SEC’s website at www.sec.gov , or free of charge from the Company at www.cdicorp.com .

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 the Company 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 the Company. The Company’s shareholders should not place undue reliance on any forward-looking statements. The Company 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.


Exhibit Index

 

Exhibit
No.

  

Description

99.1    Email to Company employees
99.2    Form email to clients and stakeholders
99.3    Communication to MRI Network owners/managers
99.4    Internal communication to Company employees

Exhibit 99.1

Draft email to Company

[DATE]

Team,

Today we announced that AE Industrial Partners – a private equity firm – has agreed to acquire all outstanding shares of CDI for $8.25 in cash. This agreement follows a review by our Board of Directors of CDI’s strategic alternatives, and represents a decision in the best interest of our current shareholders, who benefit from immediate liquidity and certainty of value.

We are extremely pleased to be partnering with AEI, a proven investor in aerospace, power generation and specialty industrial businesses. AEI has substantial investing and operating experience with, as well as relationships in, many of our core end markets, clients and services. As a private equity investor, AEI is focused on value creation through growth and operational excellence. They seek to enable their company’s through active deployment of their relationships, operational support and capital. The quality of AEI’s people, strategic vision and growth aspirations were clearly evident throughout their engagement in the review process. I look forward to introducing you all to our new shareholder partners in very short order.

In terms of next steps, the tender process can take approximately 45 days to complete, perhaps even longer. During that time, we will work with AEI on our post-closing strategy, operating plan, expectations and priorities. Then, upon closing this transaction, CDI will become a private company. As a private company, we will have additional flexibility to focus on our longer-term strategy, innovation and performance.

Even with that flexibility, we must continue to act with urgency, intent, collaboration and commitment. When we first announced the Board’s process of reviewing strategic alternatives, we had only just begun to transform our company through a collaborative focus on our clients and a commitment to succeeding together. The acquisition by AEI is validation of the future opportunity provided by CDI’s fundamental pillars of strength and of our transformation strategy that began to take shape in Fall of 2016.

Our business is at a critical juncture – not just in ownership but in strategy and execution. Let’s use this announcement and the forthcoming transaction as catalysts to accelerate our transformation and performance.

Thank you all for your support and patience over the last several months. We are beginning an exciting new chapter, and with that new chapter comes significant opportunity for our people, our clients and our new partner. If we remain diligent and focused on delivering exceptional service to our clients – if we remain committed to succeeding together — we surely will rise with that dawn.

Your colleague,

 

LOGO


Notice to Investors

The tender offer for the outstanding common stock of CDI Corp. 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 Corp. The solicitation and offer to buy common stock of CDI Corp. 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 U.S. Securities and Exchange Commission (the “ SEC ”) and CDI Corp. 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 Corp. files with the SEC at the SEC’s website at www.sec.gov , or free of charge from CDI Corp. at www.cdicorp.com/ .

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 Corp. 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 Corp. CDI Corp. shareholders should not place undue reliance on any forward-looking statements. CDI Corp. 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.

 

Exhibit 99.2

Draft email to Clients / Stakeholders

[DATE]

Dear [NAME],

Today, CDI Corp. announced that AE Industrial Partners – a private equity firm – has agreed to acquire all outstanding shares of CDI for $8.25 in cash. This agreement follows a review by our Board of Directors of CDI’s strategic alternatives, and represents a decision in the best interest of our current shareholders, who benefit from immediate liquidity and certainty of value.

We are extremely pleased to be partnering with AEI, a proven investor in aerospace, power generation and specialty industrial businesses. AEI has substantial investing and operating experience with, as well as relationships in, many of our core end markets and services. As a private equity investor, AEI is focused on value creation through growth and operational excellence. They seek to enable their company’s through active deployment of their relationships, operational support and capital.

In terms of next steps, the tender process can take approximately 45 days to complete, perhaps even longer. Then, upon closing this transaction, CDI will become a private company. As a private company, we will have additional flexibility to focus on our longer-term strategy, innovation and performance. Of course, before and after the closing, we will remain committed to delivering exceptional service.

The acquisition by AEI is validation of the future opportunity provided by CDI’s fundamental pillars of strength. We serve extraordinary clients, like you. We deliver value-added solutions to key business, industrial and government markets benefitting from long-term secular trends. And, we supply those solutions through a flexible delivery model that encompasses project, managed and talent services.

CDI is beginning an exciting new chapter, and with that new chapter comes significant opportunity. We are excited about our future, and we look forward to sharing the future with you.

Best regards,

Notice to Investors

The tender offer for the outstanding common stock of CDI Corp. 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 Corp. The solicitation and offer to buy common stock of CDI Corp. 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 U.S. Securities and Exchange Commission (the “ SEC ”) and CDI Corp. 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 Corp. files with the SEC at the SEC’s website at www.sec.gov , or free of charge from CDI Corp. at www.cdicorp.com/ .


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 Corp. 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 Corp. CDI Corp. shareholders should not place undue reliance on any forward-looking statements. CDI Corp. 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.

Exhibit 99.3

MRI eWire

Dear MRI Network Owners/Managers,

Today, we announced that AE Industrial Partners – a private equity firm – has agreed to acquire all outstanding shares of CDI for $8.25 in cash. This agreement follows a review by CDI’s Board of Directors of the company’s strategic alternatives, and represents a decision in the best interest of our current shareholders, who benefit from immediate liquidity and certainty of value. Please click here ( see http://www.prnewswire.com/news-releases/cdi-corp-to-be-acquired-by-ae-industrial-partners-for-825-per-share-in-cash-300496513.htm l) to view the press release.

We are extremely pleased to be partnering with AEI, a proven investor in aerospace, power generation and specialty industrial businesses. As one of the largest and most experienced private equity funds specializing in these target markets, AEI is able to provide a powerful level of industry insight and strategic direction that helps drive success. They will leverage their relationships and experiences, as well as capital, to help us accelerate our transformation. And, they will be looking to CDI’s and MRI’s people and partners to bring ideas and execution.

With this announcement, we have taken a significant step forward in the creation of strategic clarity. During the tender process, which is expected to take approximately 45 days, we will work closely with AEI on our post-closing strategy, operating plan, expectations and priorities.

During that time, we also will continue to work closely with the MRI Network corporate team, owners and member businesses to continue the enhancement of our service model and restore MRI Network’s position as the leading service provider to independent search and recruitment businesses.

Your colleague,

 

LOGO

Notice to Investors

The tender offer for the outstanding common stock of CDI Corp. 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 Corp. The solicitation and offer to buy common stock of CDI Corp. 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 U.S. Securities and Exchange Commission (the “ SEC ”) and CDI Corp. 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 Corp. files with the SEC at the SEC’s website at www.sec.gov , or free of charge from CDI Corp. at www.cdicorp.com/ .


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 Corp. 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 Corp. CDI Corp. shareholders should not place undue reliance on any forward-looking statements. CDI Corp. 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.

Exhibit 99.4

Team, CDI is starting an exciting new Chapter. Today we announced that AE Industrial Partners – a private equity firm – has agreed to acquire all outstanding shares of CDI for $8.25 in cash. The acquisition by AEI is validation of the future opportunity provided by CDI’s fundamental pillars of strength and of our transformation strategy that began to take shape in Fall of 2017. We are extremely pleased to be partnering with AEI, a proven investor in aerospace, power generation and specialty industrial businesses. Our new partner has substantial investing and operating experience with, as well as relationships in, many of our core end markets and services.

The closing process can take approximately 45 days to complete, perhaps even longer. During that time, we will work with AEI on our post-closing strategy, operating plan, expectations and priorities. In the meantime, we must remain ever diligent and focused on delivering exceptional service to our clients. Great things to come!

Click here ( see http://www.prnewswire.com/news-releases/cdi-corp-to-be-acquired-by-ae-industrial-partners-for-825-per-share-in-cash-300496513.html ) for the press release and here ( see Exhibit 99.1 filed herewith) for my all-company note.

Notice to Investors

The tender offer for the outstanding common stock of CDI Corp. 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 Corp. The solicitation and offer to buy common stock of CDI Corp. 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 U.S. Securities and Exchange Commission (the “ SEC ”) and CDI Corp. 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 Corp. files with the SEC at the SEC’s website at www.sec.gov , or free of charge from CDI Corp. at www.cdicorp.com/ .

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 Corp. 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 Corp. CDI Corp. shareholders should not place undue reliance on any forward-looking statements. CDI Corp. 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.