| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As previously reported in a Current Report filed on Form8-K with the Securities and Exchange Commission (the “SEC”) on January 3, 2019, CTG Luxembourg, a wholly-owned subsidiary of Computer Task Group, Incorporated (the “Company”), entered into a Share Purchase Agreement (the “Agreement”) with Mr. Hamid Kaddour and Karp-Kneip Participations S.A., a public limited liability company incorporated under the laws of the Grand Duchy of Luxembourg pursuant to which CTG Luxembourg would acquire all of the issued and outstanding shares ofTech-IT S.A. As reported, the sale and purchase was conditional on the fulfilment of the unconditional approval of the Commission du Secteur Financier (“CSSF”) of the sale and purchase of the shares and the unconditional acceptance of CTG Luxembourg by the CSSF as the new shareholder ofTech-IT S.A. The CSSF has provided its unconditional approval and acceptance of the foregoing.
On February 6, 2019 CTG Luxembourg completed its acquisition ofTech-IT S.A. and acquired all of the issued and outstanding shares ofTech-IT S.A. pursuant to the terms of the Agreement. The aggregate purchase price paid for all of the shares ofTech-IT S.A. was € 8.5 million (or $9.7 million, based on a EUR to USD exchange rate of 0.88) in cash.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Agreement, which was filed as Exhibit 2.1 to the Current Report on Form8-K with the SEC on January 3, 2019, and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On February 6, 2019, the Company issued a press release to announce the completion of the acquisition described in Item 2.01 above. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired |
The financial statements required by this item are not being filed herewith. To the extent such information is required by this item, it will be filed with the SEC by amendment to this report onForm 8-K no later than 71 calendar days after the date on which this Current Report onForm 8-K is required to be filed.
| (b) | Pro Forma Financial Information |
The pro forma financial information required by this item is not being filed herewith. To the extent such information is required by this item, it will be filed with the SEC by amendment to this report onForm 8-K no later than 71 calendar days after the date on which this Current Report onForm 8-K is required to be filed.]
