UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment No. 3)
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, Esq.
Executive Vice President, Chief Administrative Officer and General Counsel
CDI Corp.
1735 Market Street, Suite 200
Philadelphia, PA 19103
(215) 636-1129
With copies to:
Martin Nussbaum, Esq.
Ian Hartman, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, New York 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 Amendment No. 3 to Schedule 14D-9 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2017 (together with the Exhibits or Annexes thereto, and as amended or supplemented from time to time, the “Schedule 14D-9”) by CDI Corp., a Pennsylvania corporation (“CDI” or the “Company”). The Schedule 14D-9 relates to the tender offer by Nova Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”) and a direct wholly owned subsidiary of Nova Intermediate Parent, LLC, a Delaware limited liability company (“Parent”), disclosed in a Tender Offer Statement on Schedule TO previously filed with the SEC on August 14, 2017 (together with the Exhibits or Annexes thereto, and as amended or supplemented from time to time, the “Schedule TO”), pursuant to which Merger Sub has offered to purchase all of the outstanding shares of common stock, par value $0.10 per share of CDI (the “Shares”) at a purchase price of $8.25 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 14, 2017 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with the Offer to Purchase and any amendments or supplements thereto, collectively constitute the “Offer”).
Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
Except as set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
ITEM 8.ADDITIONAL INFORMATION
Item 8 of the Schedule 14D-9 under the heading “Certain Litigation” is hereby amended and supplemented as follows:
Replacing the phrase “case no. not yet assigned” in the first sentence of the third paragraph with “case no.2:17--cv-03839”.
ITEM 9.EXHIBITS
Item 9 of the Schedule 14D-9 is hereby amended and supplemented as follows:
Replacing the phrase “case no. not yet assigned” in the description of Exhibit (a)(5)(xiii) with “case no.2:17--cv-03839”.
Adding the following exhibit:
| (a)(5)(xiv) | Communication titled “Important Notice Concerning Your Rights under the CDI Corporation 401(k) Savings Plan,” dated August 31, 2017 (filed herewith). |
Exhibit Index
Exhibit No. | Description | |
| (a)(5)(xiv) | Communication titled “Important Notice Concerning Your Rights under the CDI Corporation 401(k) Savings Plan,” dated August 31, 2017 (filed herewith). | |
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 Amendment No. 3 is true, complete and correct.
| CDI CORP. | ||||||||
| By: | /s/ Brian D. Short | |||||||
| Name: Brian D. Short | ||||||||
| Dated: August 31, 2017 | Title:Executive Vice President, Chief Administrative Officer and General Counsel | |||||||
