UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
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 14226
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. |
This Schedule 14D-9C consists of the following documents related to the proposed acquisition of Computer Task Group, Incorporated, a New York corporation (the Company or CTG), pursuant to the terms of an Agreement and Plan of Merger, dated as of August 9, 2023, among the Company, Cegeka Groep NV, a Belgian limited liability company (Cegeka), and Chicago Merger Sub, Inc, a New York corporation and a wholly-owned subsidiary of Cegeka (Merger Sub):
1. | Joint Press release issued by the Company and Cegeka on August 9, 2023, incorporated herein by reference to Exhibit 99.1 of the Current Report on Form 8-K filed by the Company on August 9, 2023. | |
2. | Employee and Customer FAQs, dated August 9, 2023. | |
3. | Email from Filip J.L. Gydé, the President & Chief Executive Officer of the Company, to all employees, first used on August 9, 2023. | |
4. | All Hands Call Script / Talking Points Presentation, first used on August 9, 2023. | |
5. | Email to Clients, dated August 9, 2023. | |
6 | Email to Business Partners, dated August 9, 2023. | |
7 | Form of CTG Holding Statement. | |
8 | Investor Courtesy Note, dated August 9, 2023. |
Items #1-8 above were first used or made available on August 9, 2023. In addition, the information set forth under Item 1.01 and Item 8.01 of the Current Report on Form 8-K filed by the Company on August 9, 2023 (including all exhibits and attached thereto) are incorporated herein by reference.
IMPORTANT INFORMATION
The tender offer for all of the outstanding common stock of CTG referred to in this communication has not yet commenced. The description contained in this communication is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Cegeka will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of CTG will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Cegeka will file a tender offer statement on Schedule TO and thereafter CTG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SECs website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Cegeka and when available may be obtained by directing a request to the information agent for the tender offer that will be named in the Schedule TO and related offer documents. Copies of the documents filed with the SEC by CTG will be available free of charge on CTGs internet website at www.ctg.com or by contacting CTGs Investor Relations Department at 716 887 7368.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Cegeka, as well as the solicitation/recommendation statement filed by CTG, CTG will also file periodic and current reports with the SEC. You may read and copy any reports or other information filed by Cegeka or CTG at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. CTGs filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov
FORWARD-LOOKING STATEMENTS
This communication 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 proposed acquisition of CTG by Cegeka (the Proposed 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 managements current beliefs and assumptions and on information currently available to Cegeka and CTG. However, these forward-looking statements are not a guarantee of 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 ability of the parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Acquisition; statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of CTGs shareholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of events that may give rise to a right of one or both of Cegeka and CTG to terminate the merger agreement; negative effects of the announcement of the Proposed Acquisition on the market price of CTGs common stock and/or on its business, financial condition, results of operations and financial performance (including the ability of CTG to maintain relationships with its customers, suppliers and others with whom it does business); the effects of the Proposed Acquisition (or the announcement thereof) on CTGs ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of CTGs large clients; the occurrence of cyber incidents and CTGs 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 CTGs 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 CTGs 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 CTGs operations in particular; industry, economic, and political conditions, including fluctuations in demand for IT services; and consolidation among CTGs 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 the control of Cegeka and CTG and could cause actual results to differ materially. The forward-looking statements included in this communication 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 CTGs 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.
Exhibit 99.2
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Cegeka to Acquire CTG: FAQs |
CONFIDENTIALFOR INTERNAL CTG SENIOR LEADERSHIP REFERENCE ONLY
Purpose: The following frequently asked questions and related answers have been developed as a communication guide for CTG Senior Leaders to support conversations resulting from the news issued by CTG on August 9, 2023.
This document may not be shared beyond Senior Leadership without prior authorization from Filip Gyde, John Laubacker, or Amanda LeBlanc.
News and Deal Facts
1. | What is the news? |
| Cegeka, a leading European IT solutions provider, announced that Cegeka has entered into a definitive agreement to acquire CTG, Inc. |
| CTG and Cegeka both issued press releases today announcing the agreement. |
| The release is available on all CTG websites. |
2. | What are the terms of the deal? |
| Cegeka will acquire CTG for $10.50 per share in a cash transaction valued at $170 million. |
| After closing, CTG will become a privately held company, and shares of CTG common stock will no longer be listed on any public market. |
3. | When is the deal closing? |
| The transactions closing is subject to customary conditions, including certain regulatory approvals and the tender of shares representing at least two-thirds of CTGs outstanding common stock. |
| The transaction is expected to close later in 2023. |
| Until closing, CTG and Cegeka will each continue to operate separately in the ordinary course of business as separate companies. |
4. | Why did CTG agree to this acquisition? |
| To remain successful in todays increasingly competitive digital tech services and solutions market, we must constantly seek to evolve, innovate, and explore every opportunity to build toward, and invest in, the future. Agreements like this one are the fuel that can, and often do, catapult organizations like CTG and Cegeka to new and exciting growth trajectories. |
| The combination of Cegeka and CTG is expected to create a global IT solutions organization with a robust portfolio of solutions supported by an expanded Global Delivery Network and innovative technologies and digital accelerators. Joining together will accelerate both organizations achievement of our global growth ambitions. Together, we will have operations in 18 countries and become over 9,000 strong. |
| A shared commitment to quality, innovation, growth, and, above all, client success and employees makes this acquisition an attractive fit for both organizations. |
| Joining Cegeka also removes some of the financial and market pressures inherent to running a publicly traded company. |
5. | Will the current CTG management/executive team be retained? Will we keep our existing management structure? |
| Cegeka values the skills and expertise of CTGs executives, management, and employees and believes that continuity is critical to our joint success moving forward. |
| A joint integration team will determine how best to work together, where synergies can be leveraged, and how best to align executive and senior leadership, management, and our teams moving forward. |
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Cegeka to Acquire CTG: FAQs | |
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CONFIDENTIALFOR INTERNAL CTG SENIOR LEADERSHIP REFERENCE ONLY
6. | Will CTGs current Board have a role with Cegeka? |
| The current CTG Board of Directors will be dissolved and will not have a role with Cegeka. |
7. | Why werent we told about the deal before now? |
| As CTG is a company with publicly traded shares, by law, news that is considered material must be treated as highly confidential until the Company makes a public announcement. |
| Material news is any news that relates to the Companys business and, depending on the news, has the potential to move the Companys share price up or down. |
8. | Why is Cegeka acquiring CTG? Why was Cegeka interested in CTG, specifically? |
| Cegeka recognizes that CTGs people are an integral part of its overall value and at the heart of our over five decades of success. Our teams collective experience and expertise was a significant factor in Cegekas decision to acquire CTG. |
| Adding CTG will strengthen Cegekas capabilities and knowledge and enhance the value both organizations can provide to our clients. |
| The acquisition of CTG aligns with Cegekas strategic vision for global growth and expansion in the U.S. and European markets. The addition of CTG will expand Cegekas operations into the Americas, add India and Colombia to its existing Delivery Network, and broaden its geographic presence in Europe to include France and the United Kingdom. |
9. | What does Cegeka bring to CTG? |
| A complementary solutions portfolio. Combined, both organizations will strengthen their existing offering and increase the value offered to our clients. |
| New growth and engagement opportunities for our team members. |
| A focus on innovation: Trinity of Innovation (AI, 5G, and hybrid-cloud computing). |
| Expansion of our European geographic footprint into The Netherlands, Germany, Austria, Slovakia, Italy, and Sweden. |
| Expansion of our Global Delivery Network model, adding European Delivery Centers in Romania, Moldova, the Czech Republic, and Greece. |
10. | What will CTGs name be after the deal closes? |
Will our branding change? Logo?
| There are no immediate planned changes to the CTG brand. |
| Between now and closing, CTG and Cegeka will each separately follow business-as-usual conduct in our respective business and client engagements and brand standards. |
| After the transactions closing, a joint integration team, including members of the respective Marketing organizations, will thoughtfully consider the best brand standards for the organization. |
About Cegeka
11. | Who is Cegeka? |
| Cegeka is an ambitious and leading, family-owned European IT solutions provider, led by CEO Stijn Bijnens and headquartered in Hasselt, Belgium. |
| Founded in 1992 by André Knaepen, who remains actively engaged in the business and currently serves as the Chairman of the Board of Directors. |
| Employees: 6,000+ |
| Offerings: End-to-end integrated solutions in the fields of Applications, Infrastructure, Data, and Professional Consultancy services. |
CONFIDENTIAL: FAQs for CTG Senior Leadership Copyright © 2023 CTG. All Rights Reserved. Confidential Materials. |
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CONFIDENTIALFOR INTERNAL CTG SENIOR LEADERSHIP REFERENCE ONLY
| Operations and European Delivery Centers locations include the United States, Belgium, Luxembourg, the Netherlands, Germany, Austria, Romania*, Moldova*, Italy, the Czech Republic*, Slovakia, Sweden, and Greece*. |
| *European Delivery Center locations, from where clients are serviced. |
| Cegeka has one location in the U.S. in Greenville, SC. |
12. | Is Cegeka profitable? |
| Cegeka is a rapidly growing and profitable business with strong gross margins. |
| Cegeka achieved consolidated revenue of 871M/$958M in 2022 (17% over 2021), and operational profits increased to 73M/$80M (10% over 2021). |
| Our main priority isnt growth. Its resilient growth. (Cegeka CEO, Stijn Bijnens) |
13. | What is Cegekas core business? |
| Offerings: A comprehensive, integrated range of services and solutions that include: |
| Applications: Digital Strategies, Industry Platforms, Application Development and Maintenance, Application Modernization |
| Infrastructure: Digital Workforce and End-User Management, Cyber Security, Hybrid Cloud, IoT, and Edge Computing |
| Data: Data Engineering, Data Governance, Data Science, Business Intelligence |
| Professional Consultancy services |
| Industries: Healthcare and Life Sciences, Energy and Utilities, Finance and Insurance, Manufacturing, Government, Telecomm, and more. Additional vertical details can be found at www.cegeka.com. |
14. | Are there affiliated or owned (in part or whole) Cegeka Group companies? |
| The Cegeka Groups core offerings are supported by specialized brands that enable a full suite of end-to-end solutions. A few of these include: |
| Citymesh: Cegekas mobile connectivity specialist for the business-to-business market. |
| Nexuzhealth: Develops tailor-made solutions for the healthcare sector. |
| Cegeka Business Solutions: European Dynamics housethe go-to partner for Microsoft D365 solutions. |
| Smartschool: The Companys digital school platform in Belgium, designed to support collaboration between schools, teachers, students, and parents. |
| NSI: An IT solutions provider established in Liège, Eigenbrakel, and Luxemburg. |
15. | Who are Cegekas clients? |
Is there overlap with CTGs client list?
| Cegeka works with clients in high-growth industries in Europe. Examples of the clients they work with today include European institutions, Flemish Government, Eurocontrol, Argenta |
| Crelan, Toyota, NEC, AFM, and Candriam. |
| CTG and Cegeka work with common clients in the Belux region. A joint team from CTG Europe and Cegeka have identified where these overlaps occur and are developing a client communication plan accordingly. |
| There are no known instances of overlap with CTG clients in the Americas, the United Kingdom, France, or India. |
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CONFIDENTIALFOR INTERNAL CTG SENIOR LEADERSHIP REFERENCE ONLY
16. | What is the culture at Cegeka? What is the Companys mission, vision, and values? |
| Cegekas core tenet and North Star is In Close Cooperation. |
| In close cooperation is Cegekas commitment to our customers. It is about having the customer top of mind in everything we do, in walking the extra mile. We trust our customers, and customers trust us. More than ever, in these volatile timestimes of digital transformation and accelerated changeorganizations need an IT partner that looks ahead and gets things done. The same goes for our employees. We truly believe our employees are our main asset. In extension, this applies to the full ecosystem in which we operate. All this is driven by a strong purpose to contribute positively to society. ~André Knaepen, Founder and Chairman of the Board of Directors |
| In close cooperation is the common thread throughout Cegekas growth story. |
| In close cooperation is the combination of Cegekas values which include Entrepreneurship, Ownership, Cost Efficiency, Development, Respect, and Intimacyeach crucial for the companys continuity and the next generations to come. |
| Cegekas Mission: As a family-owned IT solutions provider founded on craftsmanship, we work In Close Cooperation with our customers. We help organizations create frictionless and highly personalized experiences for their customers, consumers, employees, and citizens. Our ambition is to become the leading European orchestrator of digital business platforms and ecosystems in our focus markets. |
CTG Employees
17. | What does this mean for CTG employees? |
Will anyone lose their job because of the deal? Will my reporting structure change? Will my title or job description change?
| CTG and Cegeka will follow business-as-usual conduct in our respective business and client engagements between now and closing. |
| After the close of the transaction, a joint integration team will thoughtfully consider the best structure for the global organization considering how we best work together, where synergies can be leveraged, and how best to align teams moving forward. |
| Cegeka is committed to the following: |
| Doing their utmost to ensure that all employees interests and welfare are well-considered. |
| Leveraging the best of what CTG brings to the deal while at the same time enhancing the growth trajectory of both organizations. |
| Communicating any developments that may affect employees transparently and as proactively as possible. |
18. | Will my compensation or benefits change? |
| We do not anticipate making immediate changes to existing compensation or benefit plans. |
19. | What happens to CTGs existing offices? |
| Cegeka will assume CTG, Inc.s and CTG Groups company offices as part of the acquisition. There are no immediate plans to make changes to physical locations or operations. |
20. | I am a CTG shareholder. What happens to my shares if we are no longer publicly traded? Will the stock purchase plan and stock in 401K continue until closing? |
| No, all plans involving stock purchase will be frozen, and you will not be able to purchase shares. |
CONFIDENTIAL: FAQs for CTG Senior Leadership Copyright © 2023 CTG. All Rights Reserved. Confidential Materials. |
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CONFIDENTIALFOR INTERNAL CTG SENIOR LEADERSHIP REFERENCE ONLY
| At closing, the shares you own will be purchased for the agreed-upon cash price. As CTG will no longer be a public company, there will not be any outstanding shares of CTG stock. |
CTG Operations and Organizational Structure
21. | What can I expect between now and closing? |
| CTG and Cegeka will follow business-as-usual conduct in our respective business and client engagements between now and closing. |
| After closing, teams from CTG and Cegeka will meet to focus on integration planning and determine how best to work together and where synergies can be leveraged across both organizations. |
| Cegeka is committed to leveraging the best of what CTG brings to the deal while at the same time enhancing the growth trajectory of both organizations. |
22. | Does Cegeka have an integration plan/strategy? |
Will CTGs organizational structure remain the same? Who will lead the CTG organization going forward? Will CTG keep our back office and support functions such as financial and administration, human resources, sales and marketing, and administration? Will CTG salespeople keep their existing territories and client bases?
| CTG and Cegeka will follow business-as-usual conduct in our respective business and client engagements between now and closing. |
| After closing, teams from CTG and Cegeka will meet to focus on integration planning and determine how best to work together and where synergies can be leveraged across both organizations. |
| We want to take our time with the integration process, and we are focused on ensuring that it does not become a distraction to the tremendous work you do each day and to our ability to continue to provide the same high levels of service our clients have come to expect from CTG. |
| Cegeka is committed to leveraging the best of what CTG brings to the deal while at the same time enhancing the growth trajectory of both organizations. |
23. | What impact does this have on the ongoing CTG ERP implementation project? |
| There is no immediate impact on the ERP project, which will continue. |
| As part of the integration after closing, we will evaluate the role of CTGs systems in Cegekas overall IT systems plan and where the new ERP fits into that plan. |
CTG Sales, Solutions, and Delivery
24. | Will Cegeka sell and market CTGs services and solutions? |
How will CTG clients benefit from this acquisition?
| Yes. After closing the transaction, we will look to create a go-to-market strategy that leverages all the combined organizations offerings and expanded delivery capabilities to provide the highest-value solutions to all clients. |
25. | Are there specific CTG services and solutions that Cegeka wanted to add or strengthen its portfolio because of this deal? |
| CTG and Cegekas portfolios are complementary and will result in more robust integrated end-to-end solutions. |
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CONFIDENTIALFOR INTERNAL CTG SENIOR LEADERSHIP REFERENCE ONLY
26. | Will Cegeka acquire the intellectual property owned and developed by CTG, Inc. and CTG Group companies? |
| Yes. All intellectual property owned by CTG is included in the acquisition, including management and domain expertise, business process capabilities, proprietary methodologies, tools, and software assets. |
27. | Does Cegeka have offshore or nearshore delivery operations? If so, where? What impact will this deal have on CTGs Global Delivery Network? |
| Cegeka has nearshore delivery operations in Romania, Moldova, the Czech Republic, and Greece. CTG Colombia will further expand and complement Cegekas existing nearshore support offerings. |
| Cegeka does not currently have offshore delivery capabilities, making CTGs Global Delivery Network, including our established Eleviant CTG Group operations in Chennai and Coimbatore, India, attractive additions to its Delivery Center locations. |
28. | Should I contact my client contacts to inform them of this news? |
How and when will our clients be informed?
| Please wait for further directions in accordance with our client communications plan. |
| Our regional team leadership is developing client communication plans. |
| All parties must adhere to the approved communication plans and avoid discussing this with our clients unless expressly asked. |
| More detailed information will be provided for those responsible for contacting our client community. |
| If a client expresses concern or has questions about this transaction, contact the Sales team member responsible for the account or a member of your local Delivery leadership. Tell the client that someone will be in contact ASAP. |
29. | Will CTG client contracts, pricing, services, or solutions change? |
Will proposals and quotes that have been submitted by CTG still be honored? Will there be staffing changes for CTG client accounts?
| No immediate contract, pricing, staffing, or service changes are expected. |
| As part of the integration process and after closing, CTG will work closely with Cegeka to review and assess CTGs contracting terms and processes. |
| Cegeka has long held its In Close Cooperation commitment and will do so with CTGs clients going forward. |
| CTG and Cegeka are equally committed to providing high-quality services to CTG clients. |
CTG Partners (Business and Technology)
30. | How and when will our key partners (business and technology) be notified? |
| Please wait for further directions in accordance with our partner communications plan. |
| Our regional team leadership is developing communication plans. |
| All parties must adhere to the approved communication plans and avoid discussing this with our partners unless expressly asked. |
| More detailed information will be provided for those responsible for contacting our partner community. |
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CONFIDENTIALFOR INTERNAL CTG SENIOR LEADERSHIP REFERENCE ONLY
31. | Are the contracts CTG has in place with business partners still valid? If so, for how long? |
| No immediate changes are expected. |
| As part of the integration process and after closing, CTG will work closely with Cegeka to review and assess CTGs contracting terms and processes. |
More Information
32. | Who do I contact about employee, client, or partner questions not addressed in this document? |
| Please direct the question and as much detail as possible to Amanda LeBlanc (amanda.leblanc@ctg.com) and Catherine Miske (catherine.miske@ctg.com). They will coordinate answers and responses as quickly as possible. |
33. | What do I do if an investor, analyst, or media member contacts me? |
| Please direct the inquiry and as much detail as possible to: |
| Investors: John Laubacker, CFO (john.laubacker@ctg.com) |
| Media: Amanda LeBlanc, CMO (amanda.leblanc@ctg.com) |
John and Amanda will coordinate answers and responses as quickly as possible.
Important Information for Investors and Security Holders
The tender offer for all of the outstanding common stock of CTG referred to in this document has not yet commenced. The description contained in this document is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Cegeka will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of CTG will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Cegeka will file a tender offer statement on Schedule TO and thereafter CTG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SECs website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Cegeka and when available may be obtained by directing a request to the information agent for the tender offer that will be named in the Schedule TO and related offer documents. Copies of the documents filed with the SEC by CTG will be available free of charge on CTGs internet website at www.ctg.com or by contacting CTGs Investor Relations Department at 716 887 7368.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Cegeka, as well as the solicitation/recommendation statement filed by CTG, CTG will also file periodic and current reports with the SEC. You may read and copy any reports or other information filed by Cegeka or CTG at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. CTGs filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
This document 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 proposed acquisition of CTG by Cegeka (the Proposed 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 managements current beliefs and assumptions and on information currently available to Cegeka and CTG. However, these forward-looking statements are not a guarantee of 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 ability of the parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Acquisition; statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of CTGs shareholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of events that may give rise to a right of one or both of Cegeka and CTG to terminate the merger agreement; negative effects of the announcement of the Proposed Acquisition on the market price of CTGs common stock and/or on its business, financial condition, results of operations and financial performance (including the ability of CTG to maintain relationships with its customers, suppliers and others with whom it does business); the effects of the Proposed Acquisition (or the announcement thereof) on CTGs ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of CTGs large clients; the occurrence of cyber incidents and CTGs 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 CTGs 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 CTGs 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 CTGs operations in particular; industry, economic, and political conditions, including fluctuations in demand for IT services; and consolidation among CTGs 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 the control of Cegeka and CTG and could cause actual results to differ materially. The forward-looking statements included in this document 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 CTGs 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.
CONFIDENTIAL: FAQs for CTG Senior Leadership Copyright © 2023 CTG. All Rights Reserved. Confidential Materials. |
7 |
Exhibit 99.3
CTG Employee Letter
TO: All CTG Employees
FROM: Filip Gyde
SUBJECT: Exciting News About CTGs Next Chapter
Dear CTG colleagues,
Today I am excited to share that CTG is embarking on an important new chapter. Moments ago, we announced that we entered into an agreement for CTG to be acquired by Cegeka, a leading IT solutions company.
Founded in 1992 by Andre Knaepen, Cegeka is headquartered in Hasselt, Belgium. A successful, profitable, and rapidly growing IT solutions leader, the company achieved 871M ($959M) in revenues in 2022. Led by CEO Stijn Bijnens, Cegeka employs over 6,000 people and has operations in 13 countries. Today, they offer a robust portfolio of integrated end-to-end capabilitiesfrom application services highly focused on cloud-native offerings to infrastructure, data solutions, and professional consultancy services.
Similar Paths and Shared Values
CTG and Cegeka both come from humble beginnings. In 1966, CTG started as a small private company in Western New York, the brainchild of two young, ambitious IT professionals who had visions beyond the corporate world of a company that put the client first and boldly proclaimed, We say what we do, we do what we say, and always get the job done. This client-first mindset is at the core of one of our four tenets todayclose to the client.
Cegeka was the vision of Andre, who invested all his savings in the business and promised success to its then 30 employees. In close cooperation was the Companys guiding star then and remains so today. Stijn recently described it as centered on building lasting relationships based on trust and transparency.
And above all else, both organizations believe that our teams are at the foundation of our success. Our companies are here because of our teams, the values we hold, and the actions we take. This shared people-first value will drive us all to better serve our clients, create new opportunities for our employees, and propel our combined business to new heights.
Shifting Toward the Future
For more than five decades, CTG has guided thousands of clients through strategic shifts in their industries to ensure continued success and competitive advantage. Today, CTG is accelerating our own strategic shift.
In our era of rapid technology change and strong macroeconomic conditions, many companies, including CTG, are looking at Whats next? To remain successful in todays increasingly competitive digital tech services and solutions market, we must constantly seek to evolve, innovate, and explore every opportunity to build toward, and invest in, the future. Agreements like the one we entered into today are the fuel that can, and often do, catapult organizations like CTG and Cegeka to new and exciting growth trajectories.
Stronger Together
The combination of Cegeka and CTG is expected to create a global IT solutions organization with a robust portfolio of solutions supported by an expanded Global Delivery Network and innovative technologies and digital accelerators. Joining together will accelerate both organizations achievement of our global growth ambitions. Together, we will have operations in 18 countries and become over 9,000 strong.
Next StepsBusiness as Usual and All Hands Call
Today is just the first step. This transaction will take us from public to privateno small undertaking. We expect to close the transaction, subject to customary closing conditions and CTG shareholder and regulatory approvals. Until then, we will remain separate companies. At CTG, it is business as usual. After closing, we will follow a collaborative, deliberate, and thoughtful integration process to define how best to unite our organizations.
Due to CTGs status as a publicly traded company, we must exercise discretion in sharing specific details at this stage. We are rigorously complying with all legal procedures and requirements. I commit that we will share relevant developments as soon as possible.
We expect todays announcement to generate interest in CTG from people outside our organization. If you receive inquiries from the media, investors, analysts, or other outside parties, please do not comment or respond, then notify CFO John Laubacker (john.laubacker@ctg.com) or CMO Amanda LeBlanc (amanda.leblanc@ctg.com). They will ensure the inquiry is directed to the appropriate person.
Todays announcement is a testament to your hard work and the strong heritage CTG has built over five decades of business and will undoubtedly bring new and exciting opportunities for our teams and clients. I look forward to sharing more on our Global All Hands Call today at 12:15 p.m. ET and answering some of your questions.
On behalf of CTGs management team, thank you for your continued dedication.
[Filips Signature Block]
Important Information for Investors and Security Holders
The tender offer for all of the outstanding common stock of CTG referred to in this document has not yet commenced. The description contained in this document is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Cegeka will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of CTG will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Cegeka will file a tender offer statement on Schedule TO and thereafter CTG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SECs website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Cegeka and when available may be obtained by directing a request to the information agent for the tender offer that will be named in the Schedule TO and related offer documents. Copies of the documents filed with the SEC by CTG will be available free of charge on CTGs internet website at www.ctg.com or by contacting CTGs Investor Relations Department at 716 887 7368.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Cegeka, as well as the solicitation/recommendation statement filed by CTG, CTG will also file periodic and current reports with the SEC. You may read and copy any reports or other information filed by Cegeka or CTG at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. CTGs filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
This document 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 proposed acquisition of CTG by Cegeka (the Proposed 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 managements current beliefs and assumptions and on information currently available to Cegeka and CTG. However, these forward-looking statements are not a guarantee of 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 ability of the parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Acquisition; statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of CTGs shareholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of events that may give rise to a right of one or both of Cegeka and CTG to terminate the merger agreement; negative effects of the announcement of the Proposed Acquisition on the market price of CTGs common stock and/or on its business, financial condition, results of operations and financial performance (including the ability of CTG to maintain relationships with its customers, suppliers and others with whom it does business); the effects of the Proposed Acquisition (or the announcement thereof) on CTGs ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of CTGs large clients; the occurrence of cyber incidents and CTGs 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 CTGs 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 CTGs 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 CTGs operations in particular; industry, economic, and political conditions, including fluctuations in demand for IT services; and consolidation among CTGs 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 the control of Cegeka and CTG and could cause actual results to differ materially. The forward-looking statements included in this document 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 CTGs 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.
Exhibit 99.4
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Cegeka to Acquire CTG: Message Outline |
Senior Management Meeting and All Hands Call
Message Outline
| What? |
| Cegeka, a leading European IT solutions provider, announced they have entered into a definitive agreement to acquire CTG, Inc. |
| CTG and Cegeka both issued press releases today announcing the agreement. |
| The release will be made/is available on all CTG websites. |
| Who? |
| Cegeka is an ambitious and leading, family-owned, European IT solutions provider, led by CEO, Stijn Bijnens and headquartered in Hasselt, Belgium. |
| Founded in 1992 by André Knaepen who remains closely engaged in the business and currently serves as the Chairman of the Board of Directors |
| Employees: 6,000+ |
| Offerings: End-to-end integrated solutions in the fields of Applications, Infrastructure, Data, and Professional Consultancy services |
| Operations and European Delivery Centers locations include Belgium, Luxembourg, the Netherlands, the United States, Germany, Austria, Romania*, Moldova*, Italy, the Czech Republic*, Slovakia, Sweden, and Greece* |
| *European Delivery Center locations, from where customers are serviced |
| Cegeka has one small office in Greenville, SC who continues to operate under the original company name, SecurIT (approximately 25 employees). |
| Why? (Process) |
| We transformed CTG over the last 5 years: |
| Moved away from low margin staffing |
| Moved to digital solutions, now moving to software engineering: Added value to client, higher margins |
| Started offshore delivery in India and Colombia |
| Acquisitions to accelerate our transformation: Eleviant brings digital competencies and robust offshore delivery in India |
| Profitability (% of revenue) increased, even doubled, stock price increased with 2.5x |
| GPtW certified in all countries we work in and Best Workplace in several of our countries |
| Realized all these things while remaining true to our Mission, Vision, and Core Values |
| In the last year |
| Macro-economic conditions: war in Ukraine, inflation, slowdown, recession |
| CTG is too small to be noticed on the stock market, microcap isnt popular, stock dropped back to $7-8 from more than $10 |
| Stock market and investors are short-term focused |
| The solution is to grow, and fastat least double |
| Organic: Even at high growth percentages: too slow |
| Acquisitions: Limited funds, expensive when we compare to our own valuation |
| Conclusion: Look at combining with a larger group |
| Why Cegeka? |
| Combination creates a true global IT service provider |
| Complimentary company cultures |
| Employees as greatest asset vs. Happy People Produce Quality |
| In close cooperation vs. Cclose to the customer |
CONFIDENTIAL: Message Outline | 1 | |
Copyright © 2023 CTG. All Rights Reserved. Confidential Materials. |
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Cegeka to Acquire CTG: Message Outline |
| Loyal customers, can do reputation vs. reliability |
| Employee-centered: GPtW vs. Top Employer |
| Strong strategic match |
| Largely complementary portfolios |
| Cegeka: Cyber security, 5G (Belgium) |
| CTG: Testing, PSF |
| Specific to Belgium and Luxembourg: Strengthens both companys regional positions |
| Identical loyal clients (examples: European Institutions, Belgian clients) |
| Expands geographic coverage for both companies and creates a complementary, global IT services company |
| Both operate in the US, Belgium, and Luxembourg |
| Cegeka: Romania, Italy, Germany, Netherlands, Austria, Greece, Moldova, the Czech Republic, Slovakia, Sweden |
| CTG: Canada, Colombia, India, France, UK |
| Cegeka is a growth company: |
| Primary goals: |
| Ensure smooth and successful transition and continuity of business |
| Continued employment |
| Development |
| Growth within the combined organization |
| Private ownership: |
| More focus on long term goals instead of short term |
| Our main priority isnt just growth; it is resilient growth. ~ Stijn Bijnens (2022 Cegeka Annual Report) |
| How? |
| Impact on employees: |
| Growth company: Primary goals are to ensure smooth and successful transition and continuity of business, continued employment, development and growth within the combined organization, culture of innovation |
| Continuation of people-based culture |
| Cegeka is literally a family-owned company |
| Impact on clients: |
| Broader portfolio and stronger solutions, able to compete for larger projects, truly global |
| Expanded business expertise in many of the industries we operate in today (i.e., energy, utilities, healthcare-EU, manufacturing, European government, finance and insurance, retail) and addition of new vertical expertise (i.e., aviation, agriculture and food, leisure) |
| Expanded Global Delivery Network additional European nearshore support in Romania, Moldova, the Czech Republic, and Greece |
| Impact on Partners: |
| More certifications for certain partnerships, higher level of partnership |
| When? |
| Today: Signed agreement |
| Approved by boards of both companies |
| Next period |
| Business as usual at CTG and Cegeka |
CONFIDENTIAL: Message Outline | 2 | |
Copyright © 2023 CTG. All Rights Reserved. Confidential Materials. |
![]() |
Cegeka to Acquire CTG: Message Outline |
| Regulatory approvals |
| Belgian antithrust legislation |
| Commission de Surveillance du Secteur Financier (CSSF) |
| Committee on Foreign Investment in the United State (CFIUS) |
| Information exchange |
| Integration discussions |
| Closing: Integration can begin |
| What does integration mean? Its too soon to know, but Cegeka and your CTG leadership team commit to keeping you updated as our integration plan becomes clearer. |
| Conclusion |
| Exciting news |
| Foundations are strong and the same cultural beliefs on both sides |
| Stay calm and continue with business as usual |
| As always, my door is always open and I commit to answer all questionsimmediately if I can, or as soon as possible if I dont yet have the answer. |
Important Information for Investors and Security Holders
The tender offer for all of the outstanding common stock of CTG referred to in this document has not yet commenced. The description contained in this document is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Cegeka will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of CTG will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Cegeka will file a tender offer statement on Schedule TO and thereafter CTG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SECs website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Cegeka and when available may be obtained by directing a request to the information agent for the tender offer that will be named in the Schedule TO and related offer documents. Copies of the documents filed with the SEC by CTG will be available free of charge on CTGs internet website at www.ctg.com or by contacting CTGs Investor Relations Department at 716 887 7368.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Cegeka, as well as the solicitation/recommendation statement filed by CTG, CTG will also file periodic and current reports with the SEC. You may read and copy any reports or other information filed by Cegeka or CTG at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. CTGs filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
This document 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 proposed acquisition of CTG by Cegeka (the Proposed 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 managements current beliefs and assumptions and on information currently available to Cegeka and CTG. However, these forward-looking statements are not a guarantee of 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 ability of the parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Acquisition; statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of CTGs shareholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of events that may give rise to a right of one or both of Cegeka and CTG to terminate the merger agreement; negative effects of the announcement of the Proposed Acquisition on the market price of CTGs common stock and/or on its business, financial condition, results of operations and financial performance (including the ability of CTG to maintain relationships with its customers, suppliers and others with whom it does business); the effects of the Proposed Acquisition (or the announcement thereof) on CTGs ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of CTGs large clients; the occurrence of cyber incidents and CTGs 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 CTGs 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 CTGs 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 CTGs operations in particular; industry, economic, and political conditions, including fluctuations in demand for IT services; and consolidation among CTGs 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 the control of Cegeka and CTG and could cause actual results to differ materially. The forward-looking statements included in this document 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 CTGs 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.
CONFIDENTIAL: Message Outline | 3 | |
Copyright © 2023 CTG. All Rights Reserved. Confidential Materials. |
Exhibit 99.5
CTG Client Email
FROM: Determined by Regional Sales Leaders
SUBJECT: Exciting News About CTGs Next Chapter
Dear [Name],
I wanted to be the first to share some exciting news with you about an important new chapter at CTG. We have recently entered into an agreement to be acquired by Cegeka, a leading IT solutions company. For additional details, please see our official press release on CTG.com.
Founded in 1992 by Andre Knaepen, Cegeka is headquartered in Hasselt, Belgium. They are a successful, profitable, and rapidly growing IT solutions leader led by CEO Stijn Bijnens. Cegeka currently employs over 6,000 IT professionals and has operations in 13 countries.
While we will be joining the Cegeka Group, we are not changing our focus or who we are as a company, and Cegeka is well-aligned with our strategy. We are confident that this transaction is a positive development for CTG and our clients.
The combination of CTG and Cegeka is expected to create a global IT solutions organization with an even more robust portfolio of integrated end-to-end solutions, supported by an expanded Global Delivery Network and innovative technologies and digital accelerators. Together, we will have operations in 18 countries and become over 9,000 strong.
Today, its business as usual at CTG. Our clients and employees remain our top priority. We remain committed to providing the same level of services and solutions youve come to expect of us.
On behalf of the entire CTG team, we thank you for your continued partnership and trust as we take this exciting step forward.
If you have any further questions, please dont hesitate to reach out.
Sincerely,
Important Information for Investors and Security Holders
The tender offer for all of the outstanding common stock of CTG referred to in this document has not yet commenced. The description contained in this document is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Cegeka will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of CTG will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Cegeka will file a tender offer statement on Schedule TO and thereafter CTG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SECs website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Cegeka and when available may be obtained by directing a request to the information agent for the tender offer that will be named in the Schedule TO and related offer documents. Copies of the documents filed with the SEC by CTG will be available free of charge on CTGs internet website at www.ctg.com or by contacting CTGs Investor Relations Department at 716 887 7368.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Cegeka, as well as the solicitation/recommendation statement filed by CTG, CTG will also file periodic and current reports with the SEC. You may read and copy any reports or other information filed by Cegeka or CTG at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. CTGs filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
This document 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 proposed acquisition of CTG by Cegeka (the Proposed 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 managements current beliefs and assumptions and on information currently available to Cegeka and CTG. However, these forward-looking statements are not a guarantee of 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 ability of the parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Acquisition; statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of CTGs shareholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of events that may give rise to a right of one or both of Cegeka and CTG to terminate the merger agreement; negative effects of the announcement of the Proposed Acquisition on the market price of CTGs common stock and/or on its business, financial condition, results of operations and financial performance (including the ability of CTG to maintain relationships with its customers, suppliers and others with whom it does business); the effects of the Proposed Acquisition (or the announcement thereof) on CTGs ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of CTGs large clients; the occurrence of cyber incidents and CTGs 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 CTGs 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 CTGs 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 CTGs operations in particular; industry, economic, and political conditions, including fluctuations in demand for IT services; and consolidation among CTGs 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 the control of Cegeka and CTG and could cause actual results to differ materially. The forward-looking statements included in this document 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 CTGs 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.
Exhibit 99.6
CTG Partner Email
FROM: Determined by Managing Director, Channels and Alliances
SUBJECT: Exciting News About CTGs Next Chapter
Dear [Name],
I wanted to be the first to share some exciting news with you about an important new chapter at CTG. We have recently entered into an agreement to be acquired by Cegeka, a leading IT solutions company. For additional details, please see our official press release on CTG.com.
Founded in 1992 by Andre Knaepen, Cegeka is headquartered in Hasselt, Belgium. They are a successful, profitable, and rapidly growing IT solutions leader led by CEO Stijn Bijnens. Cegeka currently employs over 6,000 IT professionals and has operations in 13 countries.
While we will be joining the Cegeka Group, we are not changing our focus or who we are as a company, and Cegeka is well-aligned with our strategy. We are confident that this transaction is a positive development for CTG and its clients and partners.
The combination of CTG and Cegeka is expected to create a global IT solutions organization with an even more robust portfolio of integrated end-to-end solutions, supported by an expanded Global Delivery Network and innovative technologies and digital accelerators. Together, we will have operations in 18 countries and become over 9,000 strong.
Today, its business as usual at CTG. Our clients, partners, and employees remain our top priority. We remain committed to providing the same level of services and solutions to our clients and you as an important partner.
On behalf of the entire CTG team, we thank you for your continued partnership and trust as we take this exciting step forward.
If you have any further questions, please dont hesitate to reach out.
Sincerely,
Important Information for Investors and Security Holders
The tender offer for all of the outstanding common stock of CTG referred to in this document has not yet commenced. The description contained in this document is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Cegeka will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of CTG will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Cegeka will file a tender offer statement on Schedule TO and thereafter CTG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SECs website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Cegeka and when available may be obtained by directing a request to the information agent for the tender offer that will be named in the Schedule TO and related offer documents. Copies of the documents filed with the SEC by CTG will be available free of charge on CTGs internet website at www.ctg.com or by contacting CTGs Investor Relations Department at 716 887 7368.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Cegeka, as well as the solicitation/recommendation statement filed by CTG, CTG will also file periodic and current reports with the SEC. You may read and copy any reports or other information filed by Cegeka or CTG at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. CTGs filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
This document 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 proposed acquisition of CTG by Cegeka (the Proposed 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 managements current beliefs and assumptions and on information currently available to Cegeka and CTG. However, these forward-looking statements are not a guarantee of 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 ability of the parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Acquisition; statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of CTGs shareholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of events that may give rise to a right of one or both of Cegeka and CTG to terminate the merger agreement; negative effects of the announcement of the Proposed Acquisition on the market price of CTGs common stock and/or on its business, financial condition, results of operations and financial performance (including the ability of CTG to maintain relationships with its customers, suppliers and others with whom it does business); the effects of the Proposed Acquisition (or the announcement thereof) on CTGs ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of CTGs large clients; the occurrence of cyber incidents and CTGs 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 CTGs 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 CTGs 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 CTGs operations in particular; industry, economic, and political conditions, including fluctuations in demand for IT services; and consolidation among CTGs 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 the control of Cegeka and CTG and could cause actual results to differ materially. The forward-looking statements included in this document 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 CTGs 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.
Exhibit 99.7
Holding Statement: CTG confirms it has reached an agreement to be acquired by Cegeka Group
We can confirm CTG has reached an agreement to be acquired by Cegeka Group, a leading IT solutions provider. Details are included in the joint press release issued today by Cegeka and CTG [INSERT LINK].
Due to CTGs status as a publicly listed entity, we must comply with all legal procedures and requirements leading to the close of the transaction, including exercising discretion in sharing additional details related to the acquisition at this stage.
We are excited for the opportunity to deliver even greater capabilities and knowledge to the market as part of a larger organization with a proven track record delivering customer outcomes through digital solutions. The combined depth and experience that CTG and Cegeka can bring will allow our customers to accelerate their digital journeys to achieve even more.
We look forward to a successful conclusion to this acquisition.
# # #
Important Information for Investors and Security Holders
The tender offer for all of the outstanding common stock of CTG referred to in this document has not yet commenced. The description contained in this document is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Cegeka will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of CTG will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Cegeka will file a tender offer statement on Schedule TO and thereafter CTG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SECs website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Cegeka and when available may be obtained by directing a request to the information agent for the tender offer that will be named in the Schedule TO and related offer documents. Copies of the documents filed with the SEC by CTG will be available free of charge on CTGs internet website at www.ctg.com or by contacting CTGs Investor Relations Department at 716 887 7368.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Cegeka, as well as the solicitation/recommendation statement filed by CTG, CTG will also file periodic and current reports with the SEC. You may read and copy any reports or other information filed by Cegeka or CTG at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. CTGs filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
This document 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 proposed acquisition of CTG by Cegeka (the Proposed 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 managements current beliefs and assumptions and on information currently available to Cegeka and CTG. However, these forward-looking statements are not a guarantee of 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 ability of the parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Acquisition; statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of CTGs shareholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of events that may give rise to a right of one or both of Cegeka and CTG to terminate the merger agreement; negative effects of the announcement of the Proposed Acquisition on the market price of CTGs common stock and/or on its business, financial condition, results of operations and financial performance (including the ability of CTG to maintain relationships with its customers, suppliers and others with whom it does business); the effects of the Proposed Acquisition (or the announcement thereof) on CTGs ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of CTGs large clients; the occurrence of cyber incidents and CTGs 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 CTGs 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 CTGs 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 CTGs operations in particular; industry, economic, and political conditions, including fluctuations in demand for IT services; and consolidation among CTGs 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 the control of Cegeka and CTG and could cause actual results to differ materially. The forward-looking statements included in this document 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 CTGs 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.
Exhibit 99.8
SUBJECT: Cegeka to Acquire CTG for $10.50 Per Share in Cash
We are reaching out to make sure you saw the news that CTG is being acquired by Cegeka Groep nv in a transaction valued at approximately $170 million. The press release with additional details regarding the transaction can be found here [https://computertaskgroupnewsroom.gcs-web.com/].
Under the terms of the merger agreement, a wholly owned subsidiary of Cegeka will commence a tender offer to acquire all outstanding shares of CTG for $10.50 per share of common stock in cash, which represents a 44.8% premium to the trailing 90-day volume weighted average stock price as of August 7, 2023. Upon the successful completion of the tender offer, Cegeka would acquire any shares of CTGs common stock not tendered through a second-step merger effected for the same per common share consideration. The transaction, which was unanimously approved by both the Cegeka and CTG boards of directors, is expected to close later in 2023.
This transaction is a testament to the significant efforts we have undertaken to drive our transformation strategy to make CTG a pure-play digital IT solutions provider. Our agreement with Cegeka is the culmination of a thorough review of strategic alternatives to maximize value, and presents opportunities to drive CTGs continued success in the years to come.
In a separate press release [click here to view], CTG today announced its second quarter 2023 results. In light of the transaction, CTG will not host its earnings call previously scheduled for today, August 9, 2023, at 11:00 am Eastern Time.
Thank you, as always, for your support of CTG.
Important Information for Investors and Security Holders
The tender offer for all of the outstanding common stock of CTG referred to in this communication has not yet commenced. The description contained in this communication is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Cegeka will file with the U.S. Securities and Exchange Commission (the SEC). The solicitation and offer to buy the common stock of CTG will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Cegeka will file a tender offer statement on Schedule TO and thereafter CTG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the SECs website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain
other offering documents will be made available by Cegeka and when available may be obtained by directing a request to the information agent for the tender offer that will be named in the Schedule TO and related offer documents. Copies of the documents filed with the SEC by CTG will be available free of charge on CTGs internet website at www.ctg.com or by contacting CTGs Investor Relations Department at 716 887 7368.
In addition to the offer to purchase, the related letter of transmittal and certain other tender offer documents filed by Cegeka, as well as the solicitation/recommendation statement filed by CTG, CTG will also file periodic and current reports with the SEC. You may read and copy any reports or other information filed by Cegeka or CTG at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. CTGs filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
This communication 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 proposed acquisition of CTG by Cegeka (the Proposed 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 managements current beliefs and assumptions and on information currently available to Cegeka and CTG. However, these forward-looking statements are not a guarantee of 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 ability of the parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Proposed Acquisition; statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of CTGs shareholders will tender their shares in the offer; the possibility that competing offers will be made; the occurrence of events that may give rise to a right of one or both of Cegeka and CTG to terminate the merger agreement; negative effects of the announcement of the Proposed Acquisition on the market price of CTGs common stock and/or on its business, financial condition, results of operations and financial performance (including the ability of CTG to maintain relationships with its customers, suppliers and others with whom it does business); the effects of the Proposed Acquisition (or the announcement thereof) on CTGs ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of CTGs large clients; the occurrence of cyber incidents and CTGs 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 CTGs 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 CTGs 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 CTGs operations in particular; industry, economic, and political conditions, including fluctuations in demand for IT services; and consolidation among CTGs 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 the control of Cegeka and CTG and could cause actual results to differ materially. The forward-looking statements included in this communication 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 CTGs 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.
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