UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
COMPUTER TASK GROUP, INCORPORATED
(Name of Subject Company)
COMPUTER TASK GROUP, INCORPORATED
(Name of Person(s) Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
205477102
(CUSIP Number of Class of Securities)
Peter Radetich
(Senior Vice President, General Counsel & Secretary)
300 Corporate Parkway
Suite 214N
Amherst, New York
716 882-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
Amar Budarapu
Roger Bivans
Baker & McKenzie LLP
1900 North Pearl
Suite 1500
Dallas, TX 75201
United States
Tel: +1 214 978 3000
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Purpose of Amendment
This Amendment No. 5 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Computer Task Group, Incorporated, a New York corporation (the “Company” or “CTG”) filed with the Securities and Exchange Commission (the “SEC”) on August 23, 2023 (as amended or supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by Chicago Merger Sub, Inc., a New York corporation ( “Merger Sub”), a wholly-owned subsidiary of Cegeka Groep NV, a Belgian limited liability company (“Cegeka” or “Parent”), to purchase all of the outstanding Shares of the Company for (i) $10.50 per Share, net to the seller in cash (the “Offer Price”), 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 (as amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, constitute the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, and together with the exhibits thereto, the “Schedule TO”), filed by Parent and Merger Sub with the SEC on August 23, 2023. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.
Item 2. Identity and Background of Filing Person.
The subsection of Item 2 of the Schedule 14D-9 entitled “Tender Offer” is hereby amended as follows:
| • | By adding the following as a new paragraph immediately after the ninth paragraph: |
“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 press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(K) and incorporated herein by reference.”
Item 8. Additional Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
| • | By adding the following as a new paragraph immediately after the first paragraph in the sub-section entitled “Item 8. Regulatory Approvals – Committee on Foreign Investment in the United States (CFIUS).”: |
“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.”
| • | By adding the following as a new paragraph immediately after the first paragraph in the sub-section entitled “Item 8. Regulatory Approvals – Foreign Regulatory Filings in Luxembourg and Belgium.”: |
“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 control of Computer Task Group Luxembourg PSF S.A. by Parent.”
| • | By adding the following as a new paragraph immediately after the second paragraph in the sub-section entitled “Item 8. Regulatory Approvals – Foreign Regulatory Filings in Luxembourg and Belgium.”: |
“On October 27, 2023, the Belgian Competition Authority provided its decision granting its approval of the Transaction.”
| • | By adding the following as a new paragraph immediately after the final paragraph in the sub-section entitled “Item 8. Additional Information – Extension of the Offer.”: |
“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.
Computershare Trust Company, N.A., the depositary for the Offer, 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)(K) and incorporated herein by reference.”
Item 9. Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended by inserting the following Exhibit below (a)(1)(J) as Exhibit (a)(1)(K).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 3, 2023
| COMPUTER TASK GROUP, INCORPORATED | ||
| By: | /s/ Peter P. Radetich | |
| Name: | Peter P. Radetich | |
| Title: | Senior Vice President, General Counsel & Secretary | |
