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.