Cegeka Groep NV entered into a definitive agreement to acquire Computer Task Group, Incorporated (NasdaqGS:CTG) from shareholders for approximately $10 million on August 9, 2023. Cegeka Groep will CTG for $10.50 per share of common stock in an all-cash transaction. 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. The offer price represents a 44.8% premium to the trailing 90-day volume weighted average stock price as of August 7, 2023. The Offer will initially remain open for 20 business days from the commencement of the Offer, subject to possible extensions on the terms set forth in the Merger Agreement. The acquisition is expected to bring Cegeka to an annual turnover in 2024 of ?1.4 billion, employing over 9,000 people in 18 countries. After closing, CTG will become a privately held company, and shares of CTG common stock will no longer be listed on any public market. In connection with the execution of the merger agreement, certain CTG?s directors and executive officers, holding approximately 8.8% in the aggregate of CTG?s outstanding shares, entered into an agreement in which they agreed to tender all their shares in the tender offer. Upon the successful completion of the tender offer, Cegeka would acquire any shares of CTG?s common stock not tendered through a second-step merger effected for the same per common share consideration. Upon the successful completion of the tender offer, Cegeka?s acquisition subsidiary will be merged into CTG, and any remaining shares of common stock of CTG will be canceled and converted into the right to receive the same $10.50 per share in cash. Upon the termination of the Merger Agreement under certain circumstances, the Company will be required to pay Cegeka a termination fee of $7,225,000. As per filling on September 21, 2023, the offer, which was previously scheduled to expire at one minute after 11:59 P.M., Eastern Time, on September 20, 2023, has been extended until one minute after 11:59 P.M., Eastern Time, on October 13, 2023. As per filing on October 12, 2023 The Offer, which is scheduled to expire at one minute after 11:59 p.m., Eastern Time, on October 13, 2023, has been extended until one minute after 11:59 p.m., Eastern Time, on November 3, 2023.

The closing of the transaction will be subject to customary conditions, including the expiration or termination of certain regulatory periods and the tender of shares representing at least two-thirds of CTG?s outstanding common stock in the tender offer, as required by the merger approval requirements under applicable New York law and approval from Committee on Foreign Investment in the United States (CFIUS). On August 28, Michael Floyd filed a complaint in the Supreme Court of the State of New York, County of Erie; On August 30, Ephraim Wieder filed a complaint in the U.S. District Court for the Southern District of New York and On August 30, Ryan O'Dell filed a complaint in the U.S. District Court for the Southern District of New York seeking to block CTG's proposed acquisition due to alleged inadequate information or missing materials in documents to shareholders. The transaction is expected to close later in 2023. As per filing on November 3, 2023, the Offer 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. On November 20, 2023, Committee on Foreign Investment in the United States ("CFIUS") concluded its review of the proposed transaction without taking any action. As on December 12, 2023, Approval of Foreign Regulatory Filings in Luxembourg and Belgium was obtained and accordingly, all Regulatory Approvals, including the Luxembourg Supervision Commission of the Financial Sector approval, have been obtained for the transaction. As per filing on November 8, 2023, the transaction expected to close on December 13, 2023.

Cole Bader, Michael Wolff, John Hendon, Austin Swank of Stifel is the exclusive financial advisor and Michael Heene, Kristof De Vulder, Brian Wohlberg and Jonathan Klein of DLA Piper LLP is the legal advisors to Cegeka. Stijn Potargent of KPMG assisted Cegeka in the financial, tax, and HR due diligence. Raymond James & Associates, Inc. is acting as financial advisor and fairness opinion provider to CTG. Amar Budarapu, Roger Bivans, Tanner Bodine of Baker McKenzie LLP serves as the Company?s legal advisor to Computer Task Group, Incorporated (NasdaqGS:CTG). Halper Sadeh LLC is investing the deal. Georgeson acted as information agent in the Offer. Computershare Trust Company, acted as depositary and paying agent in the Offer to Computer Task Group.

Cegeka Groep NV completed the acquisition of Computer Task Group, Incorporated (NasdaqGS:CTG) on December 13, 2023. Cegeka will fund the acquisition through existing cash resources and bank financing. As part of the acquisition, Computer Task Group's CEO, Filip Gydé, will not be part of the new organizational structure. Upon completion of the merger, Computer Task Group will become a wholly owned subsidiary of Cegeka, and Computer Task Group shares of common stock will no longer be listed on NASDAQ. As per filling on December 13, 2023, 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) and a total of 12,806,181 Shares representing approximately 73.79% of the Shares outstanding were validly tendered and accepted by Cegeka for the payment. Accordingly, the minimum condition was satisfied. Cegeka will move forward with Section 905(a) of the New York Business Corporation Law and effect a short-form merger to acquire each share issued and outstanding.