CTPartners Adopts Shareholder Rights Agreement

March 4, 2015 – CTPartners has adopted a stockholder rights agreement to help safeguard against the risk of coercive and unfair acquisition techniques, to encourage potential bidders to negotiate with the company’s board of directors, and to provide the special committee of independent directors sufficient time to fully explore potential strategic alternatives, including the recent unsolicited, non-binding proposal from DHR International to acquire all of the outstanding shares of the company for $7 per share. Ronald C. Parker, an independent director of CTPartners and the chairman of the special committee, said: "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.” Mr. Parker went on to say that the rights agreement is not intended to prevent a takeover of the company on terms that are fair to and in the best interests of its stockholders. The rights agreement does not apply to existing stockholders who own 15 percent or more of the company's existing common stock. DHR currently owns 6.3 percent of CTPartners but its stake in the embattled global search rival has been growing steadily.

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