Purpose of Amendment
This Amendment No. 9 (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”) and a wholly-owned subsidiary of Cegeka Groep NV, a Belgian limited liability company (“Cegeka” or “Parent”), to purchase all of the issued
and outstanding shares of common stock, par value $0.01 per share (the “Shares”) of the Company, other than Excluded Shares (as defined in the Agreement and Plan of Merger, dated August 23, 2023, among the Company, Cegeka and
Merger Sub, the “Merger Agreement”) 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 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 paragraphs as a new subsection following the heading entitled “Item 8.
Additional Information – Extension of the Offer”: |
“Final Results of the Offer and
Completion of Merger.
The Offer expired as scheduled at 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 Parent 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.