Cegeka And CTG Announce Extension Of Tender Offer For All Outstanding Shares Of CTG
Cegeka Groep NV ("Cegeka") and Computer Task Group, Incorporated (NASDAQ:CTG) ("CTG") announced today that Chicago Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of Cegeka, has extended the expiration date of its offer (the "Offer") to acquire all of the outstanding shares of common stock of CTG, par value $0.01 per share ("Shares"), for $10.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, pursuant to the Agreement and Plan of Merger, dated as of August 9, 2023, by and among Cegeka, CTG, and Merger Sub (the "Merger Agreement").
The Offer, which is scheduled to expire at one minute after 11:59 P.M., Eastern Time, on November 3, 2023, has been extended until one minute after 11:59 P.M., Eastern Time, on December 12, 2023, unless the Offer is further extended or earlier terminated pursuant to the terms of the Merger Agreement.
Computershare Trust Company, N.A., the depositary for the Offer, has indicated that as of 5:00 p.m., Eastern Time, on November 2, 2023, approximately 8,653,044 Shares had been validly tendered into and not validly withdrawn from the Offer, representing approximately 56.9021% of the outstanding Shares. Shareholders that have previously tendered their Shares do not need to re-tender their Shares or take any other action in response to this extension.
The Offer is being made pursuant to the terms and conditions described in the Offer to Purchase, dated August 23, 2023 (the "Offer to Purchase"), the related Letter of Transmittal and certain other offer documents, copies of which are attached to the Tender Offer Statement on Schedule TO filed by Cegeka and Merger Sub with the U.S. Securities and Exchange Commission (the "SEC") on August 23, 2023, as each may be amended or supplemented from time to time.
The Offer is conditioned upon the fulfillment of certain conditions described in "The Tender Offer—Section 15—Conditions to the Offer" of the Offer to Purchase, including, but not limited to, the receipt of approvals from the Belgian Competition Authority and the Luxembourg Supervision Commission of the Financial Sector (the "Regulatory Condition"). The Offer was extended to allow additional time for the satisfaction of the Regulatory Condition and the other conditions described in the Offer to Purchase.
On September 12, 2023, Parent and Computer Task Group Luxembourg PSF S.A. filed a completed notification with the CSSF, which initiated the three (3) month review period scheduled to expire on December 12, 2023, unless the CSSF informs beforehand of its non-opposition to the indirect acquisition of control of Computer Task Group Luxembourg PSF S.A. by Parent. On September 14, 2023, Parent, Merger Sub and CTG voluntarily filed a final CFIUS Notice. The final CFIUS Notice was accepted by CFIUS on October 5, 2023, which initiated a 45-day review period for CFIUS to either clear the transaction or initiate a second-stage investigation. This 45-day review period is scheduled to expire on November 20, 2023. If CFIUS declines to further investigate, the review process is complete. If CFIUS decides to investigate, it has an additional 45 days (with a possible 15-day extension in extraordinary circumstances) in which to resolve the matter or prepare a recommendation to the President of the United States, who must then decide within 15 days whether to block the transaction. These timetables may be extended in limited circumstances, for example, if the parties agree to withdraw and refile the notice at the request of CFIUS. On October 27, 2023, the Belgian Competition Authority provided its decision granting its approval of the transaction.
Georgeson is acting as information agent in the Offer. Computershare Trust Company, N.A. is acting as depositary and paying agent in the Offer. Requests for documents and questions regarding the Offer may be directed to Georgeson by telephone at 1-866-431-2096.