Purpose of Amendment
This Amendment No. 4 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Computer Task Group, Incorporated, a New York corporation (the Company or CTG) filed with the Securities and Exchange Commission (the SEC) on
August 23, 2023 (as amended or supplemented from time to time, the Schedule 14D-9). The Schedule 14D-9 relates to the tender offer by Chicago
Merger Sub, Inc., a New York corporation ( Merger Sub), a wholly-owned subsidiary of Cegeka Groep NV, a Belgian limited liability company (Cegeka or Parent), to purchase all of the outstanding
Shares of the Company for (i) $10.50 per Share, net to the seller in cash (the Offer Price), without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 23, 2023 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (as amended or supplemented from time to time, the Letter of
Transmittal, which, together with the Offer to Purchase, constitute the Offer). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, and together with the
exhibits thereto, the Schedule TO), filed by Parent and Merger Sub with the SEC on August 23, 2023. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.
Except as otherwise set forth below, the information set
forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such
terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.
Item 2. Identity and Background of Filing Person.
The subsection of Item 2 of the Schedule 14D-9 entitled Tender Offer is hereby amended as follows:
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By adding the following as a new paragraph immediately after the seventh paragraph: |
On October 12, 2023, Parent and Merger Sub announced an extension of the Expiration Date until one minute after 11:59 P.M., Eastern Time, on
November 3, 2023, unless the Offer is further extended or earlier terminated pursuant to the terms of the Merger Agreement. The Offer was previously scheduled to expire one minute after 11:59 P.M., on October 13, 2023.
The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(J) and incorporated herein by reference.
Item 8. Additional Information.
Item 8 of
the Schedule 14D-9 is hereby amended and supplemented as follows:
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By adding the following as a new paragraph immediately after the final paragraph in the sub-section entitled Item 8. Additional Information Extension of the Offer.: |
On October 12, 2023, Parent and Merger Sub announced an extension of the Expiration Date until one minute after 11:59 P.M., Eastern Time, on
November 3, 2023, unless the Offer is further extended or earlier terminated pursuant to the terms of the Merger Agreement. The Offer was previously scheduled to expire one minute after 11:59 P.M., on October 13, 2023.