CDI Corp.

Stock Symbol: 
CDI
Case Status: 
Investigations

We are investigating the Board of Directors of CDI Corp. (NYSE: CDI) for possible breaches of fiduciary duty and other violations of Pennsylvania law in connection with the sale of CDI to AEI.

We are alleging that CDI’s long-term financial outlook is improving and yet CDI shareholders will receive $8.25 per CDI common share or approximately $154 million.  AEI is well aware of CDI’s improving financial metrics and is purchasing CDI at a substantial discount. The merger agreement unreasonably limits competing bids for CDI by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should CDI receive and accept a superior bid. CDI insiders, their affiliates and other major shareholders own approximately 26% of the voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of CDI. Our investigation centers on the conduct of CDI’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for CDI given its current financial condition and prospects.