CTPartners Executive Search Inc. Adopts Stockholder Rights Agreement

NEW YORK, March 4, 2015 /PRNewswire/ -- CTPartners Executive Search Inc. (the "Company") announced today that its Board of Directors, having received the recommendation of the special committee of independent directors established by the Board on February 21, 2015, adopted a stockholder rights agreement (the "Rights Agreement").  The Board adopted the Rights Agreement, among other reasons, to help guard against the risk of coercive and unfair acquisition techniques, to encourage potential bidders to negotiate with the Board of Directors, and to provide the special committee of independent directors established by the Board on February 21, 2015 (the "Special Committee") sufficient time to fully explore potential strategic alternatives, including the recent unsolicited, non-binding proposal from DHR International, Inc. ("DHR") to acquire all of the outstanding shares of the Company for $7.00 a share per share. 

Ronald C. Parker, an independent director of the Company and the Chair of the Special Committee, commented, "Our Board has adopted this limited-term Rights Agreement to help ensure that the Special Committee has adequate time to consider potential strategic alternatives and to formulate the best approach to protect and enhance the interests of the Company's stockholders in a fully-informed manner.  In addition, the Rights Agreement will guard against the possibility that a third party could acquire a controlling interest in the Company without appropriately compensating the Company's stockholders for such control.  The Rights Agreement will not, and is not intended to, prevent a takeover of the Company on terms that are fair to and in the best interests of all the Company's stockholders."

The rights issued under the Rights Agreement are not separately tradable or exercisable until the earlier of (i) ten business days following the public announcement that a person or group has acquired 15% or more of the common stock of the Company or (ii) ten business days following the commencement of a tender offer that, if consummated, could result in a person or group beneficially owning 15% or more of the common stock of the Company.  The Rights Agreement will not apply to existing stockholders who own 15% or more of the Company's existing common stock, unless and until, subject to certain exceptions, they acquire beneficial ownership of additional shares of the Company's outstanding common stock. The Rights Agreement, which is similar to the rights agreements of many other public companies, has a limited term and, unless the rights are earlier redeemed or exchanged as provided in the Rights Agreement, , the rights will expire on the earlier of (i) the Close of Business on March 2, 2018, or (ii) the Close of Business on March 3, 2016, if stockholder approval of the Rights Agreement has not been obtained by or on such date.

The Company will file a Form 8-K and Form 8-A with the United States Securities and Exchange Commission that will contain additional information regarding the terms and conditions of the Rights Agreement.

Statements made in this press release include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including those relating to future financial expectations, involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Information on other important potential risks and uncertainties not discussed herein may be found in the Company's filings with the Securities and Exchange Commission including its Annual Report on Form 10-K for the year ended December 31, 2014.

About CTPartners Executive Search Inc.

CTPartners is a leading global executive search firm that is designed to deliver in-depth expertise, creative strategies, and outstanding results to clients worldwide. Committed to a philosophy of partnering with its clients, CTPartners offers a proven track record in C-Suite, top executive, and board searches, as well as extensive experience in serving private equity and venture capital firms.

From its 44 offices in 24 countries, CTPartners serves clients with a global organization of more than 600 professionals and employees, offering expertise in board advisory services, key leadership functions, and executive recruiting services in the financial services, life sciences, industrial, professional services, retail and consumer, and technology, media and telecom industries.

Investor Relations:
Bob Jones/Chris Dailey
(646) 445-4801
[email protected]

Media:
Derek Creevey
CTPartners
(646) 832 8604
[email protected]

SOURCE CTPartners Executive Search Inc.