Cegeka Groep NV (“Cegeka”) and Computer Task Group, Incorporated
(NASDAQ: CTG) (“CTG”) announced today that Chicago Merger Sub, Inc.
(“Merger Sub”), a wholly owned subsidiary of Cegeka, has extended
the expiration date of its offer (the “Offer”) to acquire all of
the outstanding shares of common stock of CTG, par value $0.01 per
share (“Shares”), for $10.50 per Share, net to the seller in cash,
without interest and less any applicable withholding taxes,
pursuant to the Agreement and Plan of Merger, dated as of August 9,
2023, by and among Cegeka, CTG, and Merger Sub (the “Merger
Agreement”).
The Offer, which is scheduled to expire at one minute after
11:59 P.M., Eastern Time, on November 3, 2023, has been extended
until one minute after 11:59 P.M., Eastern Time, on December 12,
2023, unless the Offer is further extended or earlier terminated
pursuant to the terms of the Merger Agreement.
Computershare Trust Company, N.A., the depositary for the
Offer, has indicated that as of 5:00 p.m., Eastern Time, on
November 2, 2023, approximately 8,653,044 Shares had been validly
tendered into and not validly withdrawn from the Offer,
representing approximately 56.9021% of the outstanding Shares.
Shareholders that have previously tendered their Shares do not need
to re-tender their Shares or take any other action in response to
this extension.
The Offer is being made pursuant to the terms and conditions
described in the Offer to Purchase, dated August 23, 2023 (the
“Offer to Purchase”), the related Letter of Transmittal and certain
other offer documents, copies of which are attached to the Tender
Offer Statement on Schedule TO filed by Cegeka and Merger Sub with
the U.S. Securities and Exchange Commission (the “SEC”) on August
23, 2023, as each may be amended or supplemented from time to
time.
The Offer is conditioned upon the fulfillment of certain
conditions described in “The Tender Offer—Section 15—Conditions to
the Offer” of the Offer to Purchase, including, but not limited to,
the receipt of approvals from the Belgian Competition Authority and
the Luxembourg Supervision Commission of the Financial Sector (the
“Regulatory Condition”). The Offer was extended to allow additional
time for the satisfaction of the Regulatory Condition and the other
conditions described in the Offer to Purchase.
On September 12, 2023, Parent and Computer Task Group Luxembourg
PSF S.A. filed a completed notification with the CSSF, which
initiated the three (3) month review period scheduled to expire on
December 12, 2023, unless the CSSF informs beforehand of its
non-opposition to the indirect acquisition of control of Computer
Task Group Luxembourg PSF S.A. by Parent. On September 14, 2023,
Parent, Merger Sub and CTG voluntarily filed a final CFIUS Notice.
The final CFIUS Notice was accepted by CFIUS on October 5, 2023,
which initiated a 45-day review period for CFIUS to either clear
the transaction or initiate a second-stage investigation. This
45-day review period is scheduled to expire on November 20, 2023.
If CFIUS declines to further investigate, the review
process is complete. If CFIUS decides to investigate, it has an
additional 45 days (with a possible 15-day extension in
extraordinary circumstances) in which to resolve the matter or
prepare a recommendation to the President of the United States, who
must then decide within 15 days whether to block the transaction.
These timetables may be extended in limited circumstances, for
example, if the parties agree to withdraw and refile the notice at
the request of CFIUS. On October 27, 2023, the Belgian Competition
Authority provided its decision granting its approval of the
transaction.
Georgeson is acting as information agent in the Offer.
Computershare Trust Company, N.A. is acting as depositary and
paying agent in the Offer. Requests for documents and questions
regarding the Offer may be directed to Georgeson by telephone at
1-866-431-2096.
About Cegeka
Cegeka is an ambitious and leading IT solutions provider. In
line with our motto, ‘In close cooperation,’ we strive to provide
the best possible customer service and support our more than 2,500
customers in their digitization journey. Cegeka offers
integrated end-to-end solutions in the fields of Data,
Applications, and Infrastructure which are strongly
interconnected.
Cegeka has over 6,000 employees with locations in Belgium,
Luxembourg, the Netherlands, Germany, Austria, Romania, Moldova,
Italy, the Czech Republic, Slovakia, Sweden, the United States, and
Greece, and has a consolidated turnover of €871 million (in
2022). Cegeka is a European family-owned company. It was founded in
1992 by André Knaepen, who is currently the chairman of the board
of directors. CEO Stijn Bijnens manages the Company from its head
office in Hasselt, Belgium.
About CTG
CTG is a leading provider of digital transformation solutions
and services that accelerate clients’ project momentum and
achievement of their desired IT and business outcomes. We have
earned a reputation as a faster, more reliable, results-driven
partner focused on integrating digital technology into all areas of
its clients to improve their operations and increase their value
proposition. CTG’s engagement in the digital transformation process
drives improved data-driven decision-making, meaningful business
performance improvements, new and enhanced customer experiences,
and continuous innovation. CTG operates in North America, South
America, Western Europe, and India. CTG regularly posts news and
other important information at www.ctg.com.
Important Information for Investors and Security
Holders
The tender offer for all the outstanding common stock of CTG
referred to in this press release commenced on August 23, 2023. The
description contained in this press release is neither an offer to
purchase nor a solicitation of an offer to sell any securities, nor
is it a substitute for the tender offer materials that Cegeka has
filed with the SEC. The solicitation and offer to buy the common
stock of CTG will only be made pursuant to an offer to purchase and
related tender offer materials. Cegeka has filed a tender offer
statement on Schedule TO, and CTG has filed a
solicitation/recommendation statement on
Schedule 14D-9 with the SEC with respect to the tender
offer. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE,
A RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION. ANY HOLDERS
OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to
purchase, the related letter of transmittal, and the
solicitation/recommendation statement are available for free at the
SEC’s website at www.sec.gov. Free copies of the offer to purchase,
the related letter of transmittal, and certain other offering
documents may be obtained by directing a request to Georgeson, the
information agent for the tender offer, toll free at +1 866 431
2096. Copies of the documents filed with the SEC by CTG are
available free of charge on CTG’s internet website at www.ctg.com
or by contacting CTG’s Investor Relations Department at +1 716 887
7368.
In addition to the offer to purchase, the related letter of
transmittal and certain other tender offer documents filed by
Cegeka, as well as the solicitation/recommendation statement filed
by CTG, have been filed with the SEC. CTG will also file periodic
and current reports with the SEC. You may read and copy any reports
or other information filed by Cegeka or CTG at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further
information on the public reference room. CTG’s filings with the
SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov.
Forward Looking Statements
This press release contains statements that constitute “forward
looking statements,” including statements that express the
opinions, expectations, beliefs, plans, objectives, assumptions, or
projections regarding future events or future results, including
statements regarding the proposed acquisition of CTG by Cegeka (the
“Proposed Acquisition”), in contrast with statements that reflect
historical facts. In some cases, you can identify such
forward-looking statements by terminology such as “anticipate,”
“intend,” “believe,” “estimate,” “plan,” “seek,” “project,” or
“expect,” “may,” “will,” “would,” “could,” “potential,” “intend,”
or “should,” the negative of these terms or similar expressions.
Forward-looking statements are based on management’s current
beliefs and assumptions and on information currently available to
Cegeka and CTG. However, these forward-looking statements are not a
guarantee of performance, and you should not place undue reliance
on such statements.Forward-looking statements are subject to many
risks, uncertainties and other variable circumstances, including,
but not limited to, the ability of the parties to satisfy the
closing conditions for the Proposed Acquisition on a timely basis
or at all, including the possibility that a governmental agency may
prohibit, delay, or refuse to grant approval for the consummation
of the Proposed Acquisition; statements about the expected
timetable for completing the Proposed Acquisition; uncertainties as
to how many of CTG’s shareholders will tender their shares in the
offer; the possibility that competing offers will be made; the
occurrence of events that may give rise to a right of one or both
of Cegeka and CTG to terminate the merger agreement; negative
effects of the announcement of the Proposed Acquisition on the
market price of CTG’s common stock and/or on it business, financial
condition, results of operations, and financial performance
(including the ability of CTG to maintain relationships with its
customers, suppliers, and others with whom it does business); the
effects of the Proposed Acquisition (or the announcement thereof)
on CTG’s ability to retain and hire qualified professional staff
and talent, including technical, sales and management personnel;
competition for clients; the increased bargaining power of CTG’s
large clients; the occurrence of cyber incidents and CTG’s ability
to protect confidential client data; the partial or complete loss
of the revenue CTG generates from its largest client, International
Business Machines Corporation (IBM); the uncertainty of CTG’s
clients’ implementations of cost reduction projects; the mix of
work at CTG between IT Solutions and Services
and Non-Strategic Technology Services, and the risk of
disengaging from Non-Strategic Technology Services;
currency exchange risks; risks associated with CTG’s domestic and
foreign operations, including uncertainty and business
interruptions resulting from political changes and actions in the
U.S. and abroad, such as the conflict between Russian and Ukraine
and recent developments in China, and volatility in the global
credit and financial markets and economy; renegotiations,
nullification, or breaches of contracts with clients, vendors,
subcontractors or other parties; the impact of current and future
laws and government regulations, as well as repeal or modification
of such, affecting the IT solutions and services industry, taxes
and CTG’s operations in particular; industry, economic, and
political conditions, including fluctuations in demand for IT
services; and consolidation among CTG’s competitors or clients.
Such risks and uncertainties may cause the statements to be
inaccurate and readers are cautioned not to place undue reliance on
such statements. Many of these risks are outside of the control of
Cegeka and CTG and could cause actual results to differ materially.
The forward-looking statements included in this press release are
made only as of the date hereof. Cegeka and CTG do not undertake,
and specifically decline, any obligation to update any such
statements or to publicly announce the results of any revisions to
any such statements to reflect future events or developments,
except as required by law.
A further description of risks and uncertainties relating to CTG
can be found in CTG’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2022, as filed with the SEC,
and in other documents filed from time to time with the SEC by CTG
and available at www.sec.gov and www.ctg.com.
Media
For Cegeka:
Sergio Destino, Global Operational Marketing Director
sergio.destino@cegeka.com
+32 473 490832
For CTG:
Amanda LeBlanc, Chief Marketing Officer and Vice President, Global Marketing
amanda.leblanc@ctg.com
+1 225 772 8865
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