Barington Capital Announces Co., Ancora Advisors Sent Letter to Chair of DHI Group

Barington Capital Group, L.P. and Ancora Advisors, LLC announced today that they have sent a letter to Mr. Peter Ezersky, Chairman of DHI Group, Inc. DHX. In the letter, Barington and Ancora state that they strongly believe that a sale of the Company is the best way to maximize value for shareholders, given the considerable gap between the Company's current market price and its private market valuation as well as the operational challenges the Company has had under its current management team. They note that they have had discussions with several potential private equity and strategic buyers of DHI who have expressed interest in acquiring the Company at a premium to its current market price. Barington and Ancora therefore urge the Board in the letter to engage an investment banking firm to run a sale process for the Company in order to unlock the intrinsic value of the Company. The full text of the letter follows: June 15, 2015 Mr. Peter Ezersky Chairman DHI Group, Inc. 1040 Avenue of the Americas, 8th Floor New York, NY 10018 Dear Mr. Ezersky: Barington Capital Group, L.P. and Ancora Advisors, LLC represent a group of shareholders of DHI Group, Inc. ("DHI" or the "Company"). Collectively, the group beneficially owns approximately four percent of the outstanding common stock of the Company. We appreciate your taking the time to meet with us on May 8, 2015 to discuss the Company and its prospects We also appreciated the opportunity to meet with the Company's Chief Executive Officer Michael Durney and Chief Financial Officer John Roberts on May 18, 2015. We are investors in DHI because we believe that the Company's common stock is undervalued. We believe that the Company has a number of extremely attractive attributes that are not reflected in its stock price, including 32% EBITDA margins, significant free cash flow generation and a strong market position in its core technology and engineering recruiting business Dice.com, which we think has substantial opportunities for growth. Furthermore, the Company's Tech and Clearance segment generates 44% EBITDA margins and has a stable roster of approximately 7,800 recruitment package customers, 2.4 million monthly unique visitors and more than 2.1 million searchable resumes.1 As you may know, the Company's stock price is currently trading at a substantial discount to recent acquisition valuations of online classified businesses. The Company has also materially underperformed its peers and the market as a whole over the past five-year period. We believe that the Company's disappointing stock price performance is primarily a result of the fact that the Company's management team has been unable to grow its customer base in recent years despite its strong market position. It also appears that DHI's management team has been struggling to efficiently manage its recently acquired businesses, whose operating margins lag that of the Company's core business. We have had discussions with several potential private equity and strategic buyers of DHI who have expressed interest in acquiring DHI at a premium to its current stock price. Given the considerable gap between the Company's current market price and its private market valuation as well as the operational challenges the Company has had under its current management team, we strongly believe that a sale of the Company is the best way to maximize value for shareholders. We therefore urge the Board to engage an investment banking firm to run a sale process for the Company in order to unlock the intrinsic value of the Company.