Cegeka Groep NV (“Cegeka”) announced today that its wholly owned
subsidiary, Chicago Merger Sub, Inc. (“Merger Sub”), has
successfully completed its tender offer to purchase all outstanding
shares of common stock of Computer Task Group, Incorporated
(NASDAQ: CTG) (“CTG”), at a price of $10.50 per share, net to the
seller in cash, without interest and less any applicable
withholding taxes. CTG is a leader in North America and Western
Europe, helping companies employ digital IT solutions and services
to drive their productivity and profitability.
This transaction aligns with Cegeka’s long-term strategic vision
for growth and ambition.
“This transaction is a logical next step in Cegeka’s continuous
growth journey. By joining forces with CTG, we are creating a
powerful IT player with a portfolio of integrated end-to-end
solutions supported by a strong Global Delivery Center Network and
innovative technologies, transforming from a European to a global
organization. Together, we will have operations in 19 countries and
employ over 9,000 IT professionals,” said Stijn Bijnens, CEO of
Cegeka.
“This merger enables both the customers and employees of CTG and
Cegeka to grow forward together. On behalf of all Cegeka teams, we
welcome the employees of CTG across the Americas, Colombia, Europe,
and India to the Cegeka family,” said André Knaepen, Chairman of
the Board of Directors of Cegeka.
Mr. Bijnens continued: “We will take the time necessary to
finish developing and executing a thoughtful and well-communicated
integration plan with the well-being of our customers and employees
of top consideration. In 2024, we'll focus on establishing the
fundamentals necessary to drive our evolution into a powerful and
integrated company in 2025.”
As part of the acquisition, CTG’s CEO, Filip Gydé, will not be
part of the new organizational structure. “We appreciate his
positive cooperation during this acquisition process. We thank him
for his years of dedication to the company and all the successes to
which he has contributed,” said Stijn Bijnens.
Additional information about the tender offer and
acquisition
The tender offer for all the outstanding shares of CTG common
stock expired one minute after 11:59 p.m., Eastern Time, on
December 12, 2023 (12:00 a.m., Eastern Time, on December 13,
2023).
Computershare Trust Company, N.A., as the depositary for the
tender offer, has advised that, as of the expiration of the tender
offer, 12,806,181 shares were validly tendered and not validly
withdrawn pursuant to the tender offer, representing approximately
73.79 percent of the issued and outstanding shares of CTG. The
condition to the tender offer is that at least one share more than
66 2/3 percent of the outstanding CTG shares at the expiration of
the tender offer be validly tendered and not validly withdrawn, and
all other conditions to the tender offer have been satisfied.
Accordingly, Merger Sub has accepted payment and will promptly pay
for all shares validly tendered and not withdrawn.
Cegeka will today move forward with a merger of Merger Sub with
and into CTG under Section 905(a) of the New York Business
Corporation Law. Each share issued and outstanding immediately
prior to the effective time of the merger (other than shares (i)
held in the treasury of CTG or owned by Cegeka, Merger Sub, or any
direct or indirect wholly-owned subsidiary thereof, immediately
prior to the effective time of the merger or (ii) held by
shareholders who validly exercise appraisal rights under New York
law with respect to such shares) will be canceled and automatically
converted into the right to receive $10.50 per share, net to the
seller in cash, without interest and less any applicable
withholding taxes. Upon completion of the merger, CTG will become a
wholly owned subsidiary of Cegeka, and CTG shares of common stock
will no longer be listed on NASDAQ.
Cegeka will fund the acquisition through existing cash resources
and bank financing.
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,
Greece, and Denmark, 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.
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 acquisition of CTG by Cegeka (the
“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. However, these forward-looking statements do not guarantee
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 effects of the Acquisition 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 Cegeka and
CTG’s control 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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