Unassociated Document
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 document 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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Email
letter from Gary J. Cotshott, President and Chief Executive Officer of the
Company, to employees of the Company dated November 2,
2010.
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The
following email letter from Gary J. Cotshott, President and Chief Executive
Officer of the Company was sent to employees of the Company on November 2,
2010.
November
2, 2010
Subject: Direct
from Gary – TechTeam Global to Merge With Stefanini IT Solutions
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TO:
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TechTeam
Global Employees
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FROM:
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Gary
Cotshott
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RE:
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Direct
from Gary – TechTeam Global to Merge With Stefanini IT
Solutions
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I am
sending you this note to inform you of a very exciting development at our
company.
Today,
with the full support of our Boards of Directors and management teams, TechTeam
Global and Stefanini IT Solutions announced an agreement in which TechTeam
Global intends to merge with Stefanini IT Solutions to form a single global
company. The new combined company will have revenues of $515 million with 11,000
employees around the world, operating with a direct presence in 27 countries (up
from 16 today) serving 400 customers.
The
merged company will have significant strengths and potential for growth through
deep customer relationships, talented people, strong service delivery
capabilities, an expanded portfolio of services and increased financial
stability, scale and ability to invest and innovate. We expect the merger to be
completed by the end of this year.
Stefanini
is a privately held company headquartered in São Paulo, Brazil with over 20
years of experience delivering IT solutions in 16 countries with more than 9,000
employees across South America, North America, Europe and Asia. Earlier this
year, Stefanini and TechTeam formed what has become a very successful
partnership enabling TechTeam to leverage Stefanini’s capabilities to provide
Latin American-based support for TechTeam customers.
As the
two companies worked together, it became clear that our geographic footprints
and service portfolios complemented each other very well. In addition, we
shared similar cultures that enable us to work well together to deliver valuable
solutions for our customers. This combination will make it possible for us to
provide an increased breadth and depth of services to our customers and offer
more opportunities to you, our employees, around the world.
It is our
mutual intention that we complete the merger with as little distraction and
disruption as possible for our employees and most importantly for our
customers.
We, with
Stefanini, are fully committed to ensuring stability, continuity and consistency
as we merge our two companies to achieve increased long-term value for our
customers. There is a full commitment from both parties of an intention to
maximize the long-term potential of our business. Aligned with
this:
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There
are no planned changes to our various teams due to the
merger;
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No
changes are planned to our compensation and benefits due to the
merger;
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The
organization structure will stay simple, clear and
flat;
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Our
extended management team will largely remain as it is
today;
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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 on execution to meet or exceed our commitments,
and;
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We
will maintain our core values of flexibility, agility and
responsiveness.
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The
employees of both companies have many reasons to very feel good about our
future. Separately we have strong capabilities. Together we are even
stronger. Being a great service provider to our clients means delivering on what
matters to them and makes them successful. This is as important as ever. It’s
vital for us focus on our customers and make this transition a non-event for
them.
You may
have concerns about the implications of today’s announcement on your employment.
We are excited about the future growth opportunities of the combined company and
the opportunity for our employees to remain active and dedicated members of our
team.
We are
certain that there will be many questions about plans for the merged company.
The leadership of both companies will be visible and will continue to
communicate at various times throughout the merger process. We want to
give you as much information as possible, but please understand that there are
some details that are yet to be worked out. So, we may not have the
answers to all of your questions immediately. Over the next weeks, we will
frequently issue communications and answer your questions through FAQs as more
information becomes available. For more information, please also see our
press
release.
What
should we all focus on--
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First,
our customers. We must continue to serve them well, exceed their
expectations and give them confidence in the merged company by delivering
on what matters to them now and making them
successful.
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Next,
our team and colleagues in our locations around the world. We all want to
collectively feel the energy, opportunity and great growth potential that
is a part of our future.
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Finally,
our 2010 goals and business priorities. We expect to operate with a
continued, strong sense of urgency on a ‘business as usual’ basis,
eliminating any distractions and minimizing all
disruptions.
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This is a
very exciting time for TechTeam and Stefanini. We expect many great
opportunities to result from this transaction. Please continue to remain
focused on delivering the value to our customers that you always have every
day!
Contact
your manager or Human Resources with any questions that you may
have.
Thank you
for your support, hard work and dedication to the customers we
serve.
Best,
Gary
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
document 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 document 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
document 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.
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