UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9c
SOLICITATION/RECOMMENDATION
STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES
EXCHANGE ACT OF 1934
TECHTEAM
GLOBAL, INC.
(Name
of Subject Company)
TECHTEAM
GLOBAL, INC.
(Name
of Person Filing Statement)
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
(Title
of Class of Securities)
878311109
(CUSIP
Number of Class of Securities)
Michael
A. Sosin, Esq.
Corporate
Vice President, General Counsel & Secretary
TechTeam
Global, Inc.
27335
West 11 Mile Road
Southfield,
Michigan 48033
(248)
357 2866
(Name,
address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
With
copies to:
Jeffrey
R. Katz
Ropes
& Gray LLP
Prudential
Tower, 800 Boylston Street
Boston,
MA 02199-3600
(617)
951 7072
x Check the box if the filing relates
solely to preliminary communications made before the commencement of a tender
offer.
This
Schedule 14D-9 consists of the following documents relating to a planned tender
offer by Platinum Merger Sub, Inc. (the “Purchaser”), a Delaware corporation and
a wholly-owned subsidiary of Stefanini International Holdings Ltd, a company
incorporated and registered in England and Wales (“Stefanini”), to purchase all
outstanding shares of common stock, par value $0.01 per share, of TechTeam
Global, Inc., a Delaware corporation (the “Company”), to be commenced pursuant
to an Agreement and Plan of Merger, dated as of November 1, 2010, by and among
Stefanini, the Purchaser and the Company (the “Merger Agreement”):
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1.
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Joint
Press Release, dated as of November 2, 2010, of Stefanini and the
Company.
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2.
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Email
letter from Gary J. Cotshott, President and Chief Executive Officer of the
Company, to customers of the Company dated November 2,
2010.
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The
following is a joint press release issued by the Company and Stefanini on
November 2, 2010 announcing the proposed tender offer and
merger.
Stefanini
IT Solutions Affiliate to Merge with TechTeam Global
$93.4
million transaction combines TechTeam Global’s expertise in service desk,
technical support and desktop/distributed IT infrastructure management services
with Stefanini IT Solutions’ IT consulting, integration and development, and
outsourcing services
Combined
enterprise with global reach providing opportunities for enhanced customer
value,
complementary
services, broader geographic coverage and innovation
SOUTHFIELD,
Mich., Nov. 2 /PRNewswire-FirstCall/ — TechTeam Global, Inc. (Nasdaq:
TEAM), a worldwide provider of information technology outsourcing and business
process outsourcing services, today announced that the Company has signed a
definitive agreement pursuant to which an affiliate of Stefanini International
Holdings Ltd (d/b/a Stefanini IT Solutions), a privately held global provider of
onshore and nearshore IT consulting, integration and development, and
outsourcing services, will merge with TechTeam Global. The
transaction will be accomplished through an all-cash tender offer and
second-step merger, for a total value of approximately $93.4 million. The
definitive agreement was fully supported by TechTeam Global’s Board of Directors
and was the result of the Board of Directors and management’s evaluation of
various strategic alternatives for the benefit of all stakeholders. The
transactions contemplated by the definitive agreement were unanimously approved
by the Boards of Directors of both companies.
Stefanini International
Holdings Ltd, through a U.S. subsidiary, will make an offer to purchase
all outstanding shares of TechTeam Global common stock for US$8.35 per share.
The tender offer price represents a 24.0% premium to TechTeam Global’s average
closing stock price over the last three-month period ended November 1, 2010, and
a 16.8% premium over the closing price of TechTeam Global common stock on
November 1, 2010. The tender offer is scheduled to commence within 10 business
days and is expected to close during the fourth quarter of 2010. The tender
offer is conditioned on the tender of a majority of the outstanding shares of
TechTeam Global common stock on a fully-diluted basis and various other
conditions, including customary regulatory approvals. The transaction is not
conditioned on receipt of financing. Following completion of the tender offer,
an affiliate of Stefanini International
Holdings Ltd intends to acquire the
remaining outstanding shares of TechTeam common stock for US$8.35 per share
through a second-step merger. Further details will be provided in filings with
the U.S. Securities and Exchange Commission.
TechTeam
Global’s Board of Directors will recommend that TechTeam Global stockholders
tender their shares pursuant to the offer. In connection with and as a condition
to the offer, Costa Brava Partnership III L.P. and Emancipation Capital, LLC,
which collectively hold approximately 18.4% of TechTeam Global’s outstanding
common stock, have agreed to tender their shares into the offer.
Chairman
of the Board of Directors of TechTeam Global Seth Hamot said, “The TechTeam
Board believes that this transaction, following the sale of the Government
Solutions business in September, is in the best interest of our
shareholders. This outcome could not have been achieved without the
driven commitment of a strong management team.”
Gary J.
Cotshott, President and Chief Executive Officer of TechTeam Global said, “We are
pleased to be entering into a transaction which supports our strategic
plan. The proposed combination will expand the global coverage and
broaden the service portfolio of the Company. It will therefore
create significant opportunities for TechTeam Global to address a broader set of
needs and deliver enhanced value for our customers. We are also
excited by the long-term growth opportunities expected from the increased
stability, scale and flexibility of the combined enterprise.”
Marco A.
Stefanini, Chairman of Stefanini IT Solutions said, “We are excited about this
transaction and believe it to be a significant step in Stefanini IT Solutions’
strategy of expanding its international presence. The prospective
combination will create a truly global presence from two customer-focused and
service-driven companies.”
Houlihan
Lokey served as TechTeam Global's financial advisor and Ropes & Gray LLP
served as TechTeam Global's legal advisor in connection with the
transaction. Fredericks Michael & Co. served as Stefanini International
Holdings Ltd’s financial advisor and DLA Piper LLP (US) served as Stefanini
International Holdings Ltd’s legal advisor in connection with the
transaction.
MEDIA
CONTACTS
TechTeam
Global, Inc.
Chris
Donohue
VP,
Strategy & Marketing
+ 1 248
357 2866
cdonohue@techteam.com
Margaret
M. Loebl
VP, CFO
and Treasurer
+ 1 248
357 2866
investors@techteam.com
Stefanini
IT Solutions
Maribel
Lopez
781-404-2416
mlopez@topazpartners.com
Antonio
Barretto
55 11
3039 2065
abarretto@stefanini.com
DFreire
Comunicação e Negócios
Av. Eng.
Luiz Carlos Berrini, 828 - 10and
04571-000
São Paulo - SP
Phone 55
11 5505-8922
www.dfreire.com.br
Debora
Freire - debora@dfreire.com.br
NOTES
TO EDITORS
About
TechTeam Global, Inc.
TechTeam
Global, Inc. is a leading provider of IT outsourcing and business process
outsourcing services to large and medium businesses. The company's primary
services include service desk, technical support, desk-side support, security
administration, infrastructure management and related professional services.
TechTeam also provides a number of specialized, value-added services in specific
vertical markets. Founded in 1979, TechTeam has approximately 2,100 employees
across the world, providing IT support in 32 languages. TechTeam's common stock
is traded on the NASDAQ Global Market under the symbol "TEAM." For more
information, call 800-522-4451 or visit www.techteam.com.
About
Stefanini IT Solutions
Stefanini
IT Solutions is a global provider of onshore and nearshore IT consulting,
systems integration and development, and outsourcing services. With more than
9,000 employees and 36 offices in 16 countries worldwide, Stefanini IT Solutions
services more than 350 active customers across a broad spectrum of industry
verticals, including energy and utilities, insurance, manufacturing and
distribution, oil and gas, financial services, and telecom. Founded in 1987 and
with roots in São Paulo, Brazil, Stefanini IT Solutions has grown to be a
multinational IT services company and one of the largest IT consulting companies
in Latin America.
NOTE
TO INVESTORS
The
tender offer to purchase shares of TechTeam Global common stock referenced in
this press release has not yet commenced, and this press release is neither an
offer to purchase, nor a solicitation of an offer to sell, any securities. The
tender offer to purchase shares of TechTeam Global common stock will be made
only pursuant to a Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents relating to the
tender offer (the “Tender Offer Statement”), which Platinum Merger Sub, Inc., a
wholly-owned subsidiary of Stefanini International Holdings Ltd, will file with
the SEC and mail to TechTeam Global stockholders. At the time the tender offer
is commenced, TechTeam Global will file a Solicitation / Recommendation
Statement with respect to the tender offer (the “Recommendation Statement”).
Security holders of TechTeam Global are advised to read the Tender Offer
Statement and Recommendation Statement when they become available, because they
will contain important information about the tender offer. Investors and
security holders of TechTeam Global also are advised that they may obtain free
copies of the Tender Offer Statement and other documents filed by Platinum
Merger Sub, Inc. with the SEC (when these documents become available) and the
Recommendation Statement and other documents filed by Stefanini International
Holdings Ltd (when these documents become available) on the SEC’s website at
http://www.sec.gov.
In addition, free copies of the Tender Offer Statement and related materials may
be downloaded (when these documents become available) from TechTeam Global’s
website at: http://www.techteam.com/investors/sec-filings;
and free copies of the Recommendation Statement and related materials may be
obtained (when these documents become available) from TechTeam Global by written
request to: TechTeam Global, Inc., Attn: Investor Relations, 27335 West 11 Mile
Road, Southfield, Michigan 48033.
FORWARD-LOOKING
STATEMENTS
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. In some cases, forward-looking
statements can be identified by words such as “anticipate,” “expect,” “believe,”
“plan,” “intend,” “predict,” “will,” “may,” and similar terms. Forward-looking
statements in this press release include, but are not limited to, the
anticipated timing of filings and approvals relating to the transaction;
statements regarding the expected timing of the completion of the transaction;
statements regarding the ability to complete the transaction considering the
various closing conditions; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing. The forward-looking
statements contained in this press release related to future results and events
are based on the Company’s current expectations, estimates and projections about
its industry, as well as management’s beliefs and assumptions. Forward-looking
statements, by their nature, involve risks and uncertainties and are not
guarantees of future performance. Actual results may differ materially from the
results discussed in the forward-looking statements due to a variety of risks,
uncertainties and other factors, including, but not limited to, uncertainties as
to the timing of the tender offer and the merger; uncertainties as to how many
of the Company’s stockholders will tender their stock in the tender offer; the
risk that competing offers will be made; the possibility that various closing
conditions for the transaction may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the transaction; the effects of disruption from the transaction
making it more difficult to maintain relationships with employees, licensees,
other business partners or governmental entities; other business effects,
including the effects of industry, economic or political conditions outside of
the Company’s control; transaction costs; actual or contingent liabilities; and
other risks and uncertainties discussed in documents filed with the SEC by the
Company, including the solicitation/recommendation statement to be filed by the
Company. Investors and stockholders are cautioned not to place undue reliance on
these forward-looking statements. Unless required by law, the Company undertakes
no obligation to update any forward-looking statements, whether as a result of
new information, future events or otherwise.
The
following email letter from Gary J. Cotshott, President and Chief Executive
Officer of the Company was sent to customers of the Company on November 2,
2010.
November
2, 2010
Subject: Important
Update from TechTeam Global
Dear
<name>,
As a
highly valued customer, I am sending you this note to inform you of an exciting
development at our company.
With the
full support of the management team, TechTeam Global’s board of directors has
unanimously approved a definitive agreement pursuant to which Stefanini
International Holdings Ltd (d/b/a Stefanini IT Solutions) will launch a tender
offer to acquire the outstanding shares of TechTeam with the goal of achieving a
merger of the two companies.
Stefanini
IT Solutions is a privately held global IT solutions provider with over 20 years
of experience in the IT services sector and roots in São Paulo,
Brazil. Earlier this year, Stefanini and TechTeam formed what has
become a very successful partnership enabling TechTeam to leverage Stefanini’s
capabilities in order to provide Latin American-based support for
customers.
As the
two companies have worked together, it has become clear that our geographic
footprints and service portfolios are highly complementary. Further,
we share similar customer-oriented cultures that enable us to work well together
to deliver valuable solutions for clients. A combination will make it
possible for us to provide an increased breadth and depth of services to you
around the world.
We expect
the merger to close by the end of this year. After completion, the
combined company will have annual revenue in excess of $500M, a direct presence
in 27 countries (up from 16 today), a broader service portfolio — and increased
financial stability, scale and ability to invest and innovate.
We, with
Stefanini, are fully committed to ensuring stability, continuity and consistency
as we integrate our two companies to achieve increased long-term value for our
customers. Aligned with this:
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There
are no planned changes to our client service management teams, delivery
teams or governance model
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The
organization structure will remain simple, clear and
flat
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No
changes are planned to initiatives already
underway
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Our
alliances and partnerships remain in place and will expand in the merged
company
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We
will continue to focus sharply on execution to meet or exceed our
commitments
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We
will maintain our core values of flexibility, agility and responsiveness
in support of your evolving business
needs
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For more
information on this exciting development, please see our press
release.
We will
provide more information to you as the transaction progresses. Your
client service management team is available to answer questions, but please do
not hesitate to contact me for a direct discussion as needed.
Thank you
for your continued support,
Gary
Gary J.
Cotshott
President
and CEO
Tel +1
248 263 5657 | Fax +1 248 356 0840
TechTeam
Global, Inc.
www.techteam.com
The
tender offer to purchase shares of TechTeam Global common stock referenced in
this correspondence has not yet commenced, and this correspondence is neither an
offer to purchase, nor a solicitation of an offer to sell, any securities. The
tender offer to purchase shares of TechTeam Global common stock will be made
only pursuant to a Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents relating to the
tender offer (the “Tender Offer Statement”), which Platinum Merger Sub, Inc., a
wholly-owned subsidiary of Stefanini International Holdings Ltd, will file with
the SEC and mail to TechTeam Global stockholders. At the time the tender offer
is commenced, TechTeam Global will file a Solicitation / Recommendation
Statement with respect to the tender offer (the “Recommendation Statement”).
Security holders of TechTeam Global are advised to read the Tender Offer
Statement and Recommendation Statement when they become available, because they
will contain important information about the tender offer. Investors and
security holders of TechTeam Global also are advised that they may obtain free
copies of the Tender Offer Statement and other documents filed by Platinum
Merger Sub, Inc. with the SEC (when these documents become available) and the
Recommendation Statement and other documents filed by Stefanini International
Holdings Ltd (when these documents become available) on the SEC’s website at
http://www.sec.gov.
In addition, free copies of the Tender Offer Statement and related materials may
be downloaded (when these documents become available) from TechTeam Global’s
website at: http://www.techteam.com/investors/sec-filings;
and free copies of the Recommendation Statement and related materials may be
obtained (when these documents become available) from TechTeam Global by written
request to: TechTeam Global, Inc., Attn: Investor Relations, 27335 West 11 Mile
Road, Southfield, Michigan 48033.
Forward-looking
Statements:
The
documents included in this Schedule 14D-9 contain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. In
some cases, forward-looking statements can be identified by words such as
“anticipate,” “expect,” “believe,” “plan,” “intend,” “predict,” “will,” “may,”
and similar terms. Forward-looking statements in the documents contained in this
Schedule 14D-9 include, but are not limited to, the anticipated timing of
filings and approvals relating to the transaction; statements regarding the
expected timing of the completion of the transaction; statements regarding the
ability to complete the transaction considering the various closing conditions;
any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The forward-looking statements contained in the
documents included in this Schedule 14D-9 relate to future results and events
are based on TechTeam Global, Inc.’s current expectations, estimates and
projections about our industry, as well as our management’s beliefs and
assumptions. Forward-looking statements, by their nature, involve risks and
uncertainties and are not guarantees of future performance. Actual results may
differ materially from the results discussed in the forward-looking statements
due to a variety of risks, uncertainties and other factors, including, but not
limited to, uncertainties as to the timing of the tender offer and merger;
uncertainties as to how many of TechTeam Global, Inc.’s stockholders will tender
their stock in the offer; the risk that competing offers will be made; the
possibility that various closing conditions for the transaction may not be
satisfied or waived, including that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the transaction; the effects of
disruption from the transaction making it more difficult to maintain
relationships with employees, licensees, other business partners or governmental
entities; other business effects, including the effects of industry, economic or
political conditions outside of TechTeam Global, Inc.’s control; transaction
costs; actual or contingent liabilities; and other risks and uncertainties
discussed in documents filed with the Securities and Exchange Commission by
TechTeam Global, Inc., including the Solicitation/Recommendation Statement to be
filed by TechTeam Global, Inc. Investors and stockholders are cautioned not to
place undue reliance on these forward-looking statements. Unless required by
law, we undertake no obligation to update any forward-looking statements,
whether as a result of new information, future events or
otherwise.