Cegeka Groep NV entered into a definitive agreement to acquire Computer Task Group, Incorporated (NasdaqGS:CTG) from shareholders for an equity value of approximately $170 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.

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). The transaction is expected to close later in 2023.

Stifel is the exclusive financial advisor, and DLA Piper LLP is the legal advisor to Cegeka. KPMG assisted Cegeka in the financial, tax, and HR due diligence. Raymond James & Associates, Inc. is acting as financial advisor to CTG. Baker McKenzie LLP serves as the Company?s legal advisor.