Nov. 12, 2010
/PRNewswire/ -- Stefanini IT Solutions today announced the commencement of its tender offer for all outstanding shares of common stock of TechTeam Global, Inc. (Nasdaq: TEAM) for
per share, net to the seller in cash, without interest and less any required tax withholdings. The tender offer is being made by Platinum Merger Sub, Inc., a wholly-owned subsidiary of Stefanini International Holdings Inc. ("Stefanini"), in connection with the Agreement and Plan of Merger among Stefanini, Platinum Merger Sub, Inc. and TechTeam Global, Inc., announced on
November 2, 2010
, and pursuant to an Offer to Purchase dated
November 12, 2010
The tender offer is scheduled to expire at 12:00 midnight, New York City Time, on
December 10, 2010
, unless extended. Pursuant to the terms and subject to the conditions of the merger agreement, following the completion of the tender offer, Platinum Merger Sub, Inc. will merge with and into TechTeam Global, with TechTeam Global surviving the merger as a wholly owned subsidiary of Stefanini. In this merger, any remaining TechTeam Global stockholders (other than Stefanini, Platinum Merger Sub, Inc., and any wholly-owned subsidiary of Stefanini and stockholders who properly exercise appraisal rights under the General Corporation Law of the
State of Delaware
) will receive the same
cash consideration per share, without interest and less any required withholding tax, as paid in the tender offer. The tender offer is subject to the conditions described in the Offer to Purchase, including the acquisition by Platinum Merger Sub, Inc. of a majority of TechTeam Global's outstanding stock on a fully diluted basis, regulatory approval and other customary closing conditions. The TechTeam Global board of directors has unanimously determined that the tender offer and the merger are advisable, fair to, and in the best interests of, TechTeam Global and its stockholders, and has approved and adopted the merger agreement.
In addition, the TechTeam Global board of directors has unanimously resolved to recommend that TechTeam Global's stockholders accept the tender offer and tender their shares to Platinum Merger Sub, Inc. pursuant to the tender offer and, if required to consummate the merger under
law, adopt the merger agreement.
Stefanini today filed with the Securities and Exchange Commission ("SEC") a Tender Offer Statement on Schedule TO, including the Offer to Purchase, setting forth in detail the terms and conditions of the tender offer. TechTeam Global today filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of TechTeam Global's board of directors that TechTeam Global stockholders accept the tender offer and tender their shares pursuant to the tender offer.