UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)
COMPUTER TASK GROUP, INCORPORATED
(Name of Subject Company)
CHICAGO MERGER SUB, INC.
(Offeror)
A Wholly Owned Subsidiary of
CEGEKA GROEP NV
(Offeror)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
205477102
(CUSIP Number of Class of Securities)
Stephan Daems
Cegeka Groep NV
Chief Financial Officer
Corda3, Kempische Steenweg 307
B-3500 Hasselt
Belgium
+32 11 24 02 34
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
with copies to:
Jonathan Klein
Brian Wohlberg
DLA Piper LLP (US)
1251 6th Ave.
New York, NY 10020
212-335-4902
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | third-party tender offer subject to Rule 14d-1. |
| ☐ | issuer tender offer subject to Rule 13e-4. |
| ☐ | going-private transaction subject to Rule 13e-3. |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, filed by Chicago Merger Sub, Inc., a New York corporation (“Merger Sub”) and a wholly owned subsidiary of Cegeka Groep NV, a Belgian limited liability company (“Parent” or “Cegeka”), with the U.S. Securities and Exchange Commission on August 23, 2023 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Merger Sub to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of Computer Task Group, Incorporated, a New York corporation (the “Company” or “CTG”), at a price of $10.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated August 23, 2023 (the “Offer to Purchase”) and in the accompanying Letter of Transmittal, which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.” This Amendment is being filed on behalf of Merger Sub and Parent. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraphs thereto:
“On November 3, 2023, Parent and Merger Sub announced an extension of the Expiration Date 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. The Offer was previously scheduled to expire one minute after 11:59 P.M., on November 3, 2023.
The Depositary has advised Parent 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.
The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(J) and incorporated herein by reference.”
Amendments to the Offer to Purchase and Exhibits to the Schedule TO.
All references to “one minute after 11:59 P.M., Eastern Time, on September 20, 2023” set forth in the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(C)) and Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) are hereby amended and replaced with “one minute after 11:59 P.M., Eastern Time, on December 12, 2023”.
Items 4 and 11.
The Offer to Purchase and Items 4 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby further amended and supplemented as set forth below:
The information set forth under Section 16 — “Certain Legal Matters; Regulatory Approvals,” subheading “Belgian Competition Authority” on page 61 of the Offer to Purchase is amended and supplemented by adding at the end of the paragraph the following language:
“On October 27, 2023, the Belgian Competition Authority provided its decision granting its approval of the transaction.”
The information set forth under Section 16 — “Certain Legal Matters; Regulatory Approvals,” subheading “Luxembourg Supervision Commission of the Financial Sector” on page 61 of the Offer to Purchase is amended and supplemented by adding at the end of the paragraph the following language:
“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 CSSF informs beforehand of its non-opposition to the indirect acquisition control of Computer Task Group Luxembourg PSF S.A. by Parent.”
The information set forth under Section 16 — “Certain Legal Matters; Regulatory Approvals,” subheading “Compliance with CFIUS.” on page 60 of the Offer to Purchase is amended and supplemented by adding at the end of the paragraph the following language:
“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.”
| Item 1. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. | Description | |
| (a)(1)(J) | Joint Press Release issued by Cegeka Groep NV and Computer Task Group, Incorporated on November 3, 2023. | |
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 3, 2023
| CHICAGO MERGER SUB, INC. | ||
| By: | /s/ Stijn Bijnens | |
| Name: | Stijn Bijnens | |
| Title: | President | |
| CEGEKA GROEP NV | ||
| By: | /s/ Stijn Bijnens | |
| Name: | Stijn Bijnens | |
| Title: | Legal representative of ID&D NV, Managing Director and CEO | |
| By: | /s/ Stephan Daems | |
| Name: | Stephan Daems | |
| Title: | Legal representative of Edsacon BV, Director and CFO | |
