CTG Computer Task Group Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 7)

COMPUTER TASK GROUP, INCORPORATED

(Name of Subject Company)

CHICAGO MERGER SUB, INC.

(Offeror) A Wholly Owned Subsidiary of

CEGEKA GROEP NV

(Offeror)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

205477102

(CUSIP Number of Class of Securities)

Stephan Daems

Cegeka Groep NV

Chief Financial Officer

Corda3, Kempische Steenweg 307

B-3500 Hasselt

Belgium

+32 11 24 02 34

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Jonathan Klein

Brian Wohlberg

DLA Piper LLP (US)

1251 6th Ave.

New York, NY 10020

212-335-4902

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

This Amendment No. 7 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, filed by Chicago Merger Sub, Inc., a New York corporation (“Merger Sub”) and a wholly owned subsidiary of Cegeka Groep NV, a Belgian limited liability company (“Parent” or “Cegeka”), with the U.S. Securities and Exchange Commission on August 23, 2023 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Merger Sub to purchase all of the outstanding shares of common stock, par value $0.01 per share (“Shares”), of Computer Task Group, Incorporated, a New York corporation (the “Company” or “CTG”), at a price of $10.50 per Share, net to the seller in cash, 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 (the “Offer to Purchase”) and in the accompanying Letter of Transmittal, which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.” This Amendment is being filed on behalf of Merger Sub and Parent. Unless otherwise indicated, references to sections in the Schedule TO are references to sections of the Offer to Purchase.

Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule TO.

Items 1 through 9 and Item 11.

The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below:

“Final Results of the Offer and Completion of Merger.

The Offer expired as scheduled one minute after 11:59 p.m., Eastern Time, on December 12, 2023 (12:00 midnight, Eastern Time, on December 13, 2023). Computershare Trust Company, N.A. (the “Depositary and Paying Agent”) has advised that, as of that time, 12,806,181 Shares had been validly tendered and not validly withdrawn in the Offer. Such tendered Shares represent approximately 73.79% of the outstanding Shares. In addition, 339,327 Shares were tendered through notices of guaranteed delivery in the form accompanying the Offer (“Notices of Guaranteed Delivery”) with respect to Shares that had not been delivered in settlement or satisfaction of such guarantees, representing approximately 1.96% of the outstanding Shares. Merger Sub has accepted for payment all Shares validly tendered and not validly withdrawn (other than Shares tendered through Notices of Guaranteed Delivery with respect to Shares that had not been delivered in settlement or satisfaction of such guarantees prior to such acceptance) and will promptly pay for such Shares in accordance with the terms of the Offer.

The number of Shares (excluding Shares with respect to which Notices of Guaranteed Delivery were received but which Shares were not yet delivered) tendered satisfied the Minimum Condition (as defined in the Merger Agreement). As the Minimum Condition and each of the other conditions of the Offer have been satisfied (or waived), Merger Sub has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer.

On December 13, 2023, pursuant to the Merger Agreement, Merger Sub exercised the Top-Up Option pursuant to which the Company will issue 28,132,349 Shares (the “Top-Up Option Shares”) to Merger Sub for an aggregate purchase price of $295,389,662.52, representing a purchase price of $10.50 per Share. Merger Sub paid the purchase price for the Top-Up Option Shares in full by (i) delivery to the Company of $281,323.49 in cash and (ii) execution and delivery to the Company of a promissory note in the principal amount of $295,108,339.03 having terms as set forth in the Merger Agreement. The Top-Up Option Shares, when added to the Shares owned by Parent and Merger Sub at the time of the exercise of the Top-Up Option, will represent one Share more than 90% of the Shares outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Option Shares. The Top-Up Option Share will be issued as a private placement pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Following the issuance of the Top-Up Option Shares, Merger Sub intends to effect a short-form merger with the Company under the NYBCL. The Merger is expected to be consummated on December 13, 2023, at which time the Company will become a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, each Share that was issued and outstanding immediately prior to the Effective Time (other than Shares owned directly or indirectly by the Company, Parent or Merger Sub) will be converted automatically into the right to receive the Merger Consideration (subject to appraisal rights). The Depositary and Paying Agent will mail to the remaining former shareholders of the Company materials necessary to exchange their former Shares for such payment.

As promptly as practicable after the consummation of the Merger, Parent intends to cause all Shares to be delisted from NASDAQ and deregistered under the Exchange Act, after which the Company will no longer have reporting obligations under the Exchange Act.

On December 13, 2023, Parent and the Company issued a joint press release announcing the expiration and results of the Offer. The full text of the press release is attached as Exhibit (a)(1)(k) hereto and is incorporated herein by reference.”

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 13, 2023

Exhibit (a)(1)(k)

FOR IMMEDIATE RELEASE

Cegeka Successfully Completes the Tender Offer for Computer Task Group, Incorporated

HASSELT, BELGIUM/LIMBURG (December 13, 2023) – Cegeka Groep NV (“Cegeka”) announced today that its wholly owned subsidiary, Chicago Merger Sub, Inc. (“Merger Sub”), has successfully completed its tender offer to purchase all outstanding shares of common stock of Computer Task Group, Incorporated (NASDAQ: CTG) (“CTG”), at a price of $10.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes. CTG is a leader in North America and Western Europe helping companies employ digital IT solutions and services to drive their productivity and profitability.

This transaction aligns with Cegeka’s long-term strategic vision for growth and ambition. “This transaction is a logical next step in Cegeka’s continuous growth journey. By joining forces with CTG, we are creating a powerful IT player with a portfolio of integrated end-to-end solutions, supported by a strong Global Delivery Center Network and innovative technologies, transforming from a European to a global organization. Together, we will have operations in 19 countries and employ over 9,000 IT professionals,” said Stijn Bijnens, CEO of Cegeka.

“This merger enables both the customers and employees of CTG and Cegeka to grow forward together. On behalf of all Cegeka teams, we welcome the employees of CTG across the Americas, Colombia, Europe, and India to the Cegeka family,” said André Knaepen, Chairman of the Board of Directors of Cegeka.

Mr. Bijnens continued: “We will take the time necessary to finish developing and executing a thoughtful and well-communicated integration plan with the well-being of our customers and employees of top consideration. In 2024, we’ll focus on establishing the fundamentals necessary to drive our evolution into a powerful and integrated company in 2025.” As part of the acquisition, CTG’s CEO, Filip Gydé will not continue with the combined organization. “We thank Filip for his long and dedicated service and many contributions to CTG”, said Mr. Bijnens.

Additional information about the tender offer and acquisition

The tender offer for all of the outstanding shares of CTG common stock expired one minute after 11:59 P.M., Eastern Time, on December 12, 2023 (12:00 A.M., Eastern Time, on December 13, 2023).

Computershare Trust Company, N.A., as the depositary for the tender offer, has advised that, as of the expiration of the tender offer, 12,806,181 shares were validly tendered and not validly withdrawn pursuant to the tender offer, representing approximately 73.79% of the issued and outstanding shares of CTG. The condition to the tender offer that at least one share more than 66 2/3 percent of the outstanding CTG shares at the expiration of the tender offer be validly tendered and not validly withdrawn, and all other conditions to the tender offer, have been satisfied. Accordingly, Merger Sub has accepted payment and will promptly pay for all shares validly tendered and not withdrawn.

Cegeka will today move forward with a merger of Merger Sub with and into CTG under Section 905(a) of the New York Business Corporation Law. Each share issued and outstanding immediately prior to the effective time of the merger (other than shares (i) held in the treasury of CTG or owned by Cegeka, Merger Sub, or any direct or indirect wholly-owned subsidiary thereof, immediately prior to the effective time of the merger or (ii) held by shareholders who validly exercise appraisal rights under New York law with respect to such shares) will be canceled and automatically converted into the right to receive $10.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes. Upon completion of the merger, CTG will become a wholly owned subsidiary of Cegeka, and CTG shares of common stock will no longer be listed on NASDAQ.

Cegeka will fund the acquisition through existing cash resources and bank financing.

About Cegeka

Cegeka is an ambitious and leading IT solutions provider. In line with our motto, ‘In close cooperation,’ we strive to provide the best possible customer service and support our more than 2,500 customers in their digitization journey. Cegeka offers integrated end-to-end solutions in the fields of Data, Applications, and Infrastructure, which are strongly interconnected.

Cegeka has over 6,000 employees with locations in Belgium, Luxembourg, the Netherlands, Germany, Austria, Romania, Moldova, Italy, the Czech Republic, Slovakia, Sweden, the United States, Greece, and Denmark, and has a consolidated turnover of €871 million (in 2022). Cegeka is a European family-owned company. It was founded in 1992 by André Knaepen, who is currently the chairman of the board of directors. CEO Stijn Bijnens manages the Company from its head office in Hasselt, Belgium.

About CTG

CTG is a leading provider of digital transformation solutions and services that accelerate clients’ project momentum and achievement of their desired IT and business outcomes. We have earned a reputation as a faster, more reliable, results-driven partner focused on integrating digital technology into all areas of its clients to improve their operations and increase their value proposition. CTG’s engagement in the digital transformation process drives improved data-driven decision-making, meaningful business performance improvements, new and enhanced customer experiences, and continuous innovation. CTG operates in North America, South America, Western Europe, and India. CTG regularly posts news and other important information at www.ctg.com.

Forward Looking Statements

This press release contains statements that constitute “forward looking statements,” including statements that express the opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results, including statements regarding the acquisition of CTG by Cegeka (the “Acquisition”), in contrast with statements that reflect historical facts. In some cases, you can identify such forward-looking statements by terminology such as “anticipate,” “intend,” “believe,” “estimate,” “plan,” “seek,” “project,” or “expect,” “may,” “will,” “would,” “could,” “potential,” “intend,” or “should,” the negative of these terms or similar expressions. Forward-looking statements are based on management’s current beliefs and assumptions and on information currently available to Cegeka. However, these forward-looking statements do not guarantee performance, and you should not place undue reliance on such statements.

Forward-looking statements are subject to many risks, uncertainties and other variable circumstances, including, but not limited to, the effects of the Acquisition on CTG’s ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of CTG’s large clients; the occurrence of cyber incidents and CTG’s ability to protect confidential client data; the partial or complete loss of the revenue CTG generates from its largest client, International Business Machines Corporation (IBM); the uncertainty of CTG’s clients’ implementations of cost reduction projects; the mix of work at CTG between IT Solutions and Services and Non-Strategic Technology Services, and the risk of disengaging from Non-Strategic Technology Services; currency exchange risks; risks associated with CTG’s domestic and foreign operations, including uncertainty and business interruptions resulting from political changes and actions in the U.S. and abroad, such as the conflict between Russian and Ukraine and recent developments in China, and volatility in the global credit and financial markets and economy; renegotiations, nullification, or breaches of contracts with clients, vendors, subcontractors or other parties; the impact of current and future laws and government regulations, as well as repeal or modification of such, affecting the IT solutions and services industry, taxes and CTG’s operations in particular; industry, economic, and political conditions, including fluctuations in demand for IT services; and consolidation among CTG’s competitors or clients. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such statements. Many of these risks are outside of Cegeka and CTG’s control and could cause actual results to differ materially. The forward-looking statements included in this press release are made only as of the date hereof. Cegeka and CTG do not undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.

A further description of risks and uncertainties relating to CTG can be found in CTG’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC, and in other documents filed from time to time with the SEC by CTG and available at www.sec.gov and www.ctg.com.