defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
TechTeam Global, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Glass Lewis Recommends That TechTeam Global Stockholders Vote “FOR” Proposed Sale of
Government Solutions Subsidiary to Jacobs Engineering Group Inc.
All Three Leading Proxy Advisory Firms Now Recommend That Stockholders Vote For Transaction
SOUTHFIELD, Mich., August 25...TechTeam Global, Inc. (NASDAQ: TEAM), a worldwide provider of
information technology outsourcing and business process outsourcing services, today announced that
Glass, Lewis & Co. LLC, a leading independent proxy advisory firm to the global financial
community, has issued a recommendation to its clients that TechTeam Global stockholders vote
“FOR” the proposed sale of its government solutions subsidiary, TechTeam Government
Solutions, Inc., to Jacobs Engineering Group Inc. for total consideration of $59.0 million in cash,
subject to certain escrows and adjustments set forth in the definitive stock purchase agreement,
and “FOR” the proposal to adjourn the special meeting of stockholders of TechTeam Global,
if necessary, to facilitate the approval of the proposed stock sale, including to permit the
solicitation of additional proxies if there are not sufficient votes at the time of the special
meeting to approve such proposed stock sale.
Earlier this month, ISS/RiskMetrics Group and PROXY Governance, Inc. also recommended that
stockholders vote to approve the proposed stock sale, meaning that all three of the leading proxy
advisory firms have now recommended that TechTeam Global’s stockholders vote to approve the
proposed stock sale.
The special meeting of stockholders is to be held at The Langham Hotel, 250 Franklin Street,
Boston, Massachusetts 02110, on Tuesday, August 31, 2010, at 10:00 a.m. EDT. Holders of record of
TechTeam Global common stock as of the close of business on July 30, 2010 will be entitled to vote
at the special meeting.
“We are pleased that Glass Lewis, having reviewed the proposed stock sale, agrees with the
unanimous view of TechTeam Global’s board of directors in recommending that TechTeam Global
stockholders vote in favor of these proposals,” said Seth W. Hamot, chairman of the board of
directors of TechTeam Global. “We look forward to completing this transaction and urge TechTeam
Global stockholders to follow Glass Lewis’ recommendations by voting “FOR” the approval and
adoption of the stock purchase agreement and the proposed stock sale.”
Glass Lewis has recommended that TechTeam Global’s stockholders vote:
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“FOR” Proposal 1 – to adopt and approve (a) the Stock Purchase Agreement dated
as of June 3, 2010, by and among TechTeam Global, Jacobs Engineering Group and Jacobs
Technology Inc., (b) the consummation of the sale of all of the outstanding capital stock
of TechTeam Government Solutions to Jacobs Technology pursuant to the terms of such Stock
Purchase Agreement, and (c) the consummation of all of the other transactions contemplated
by the Stock Purchase Agreement and all other agreements, documents, certificates and
instruments required to be delivered pursuant thereto; and |
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“FOR” Proposal 2 – to approve one or more adjournments of the special meeting,
if necessary, to facilitate the approval of the preceding proposal, including to permit the
solicitation of additional proxies if there are not sufficient votes at the time of the
special meeting in favor of the preceding proposal. |
TechTeam Group’s Board of Directors asks that its stockholders carefully evaluate the information
they have been provided, and encourages all stockholders, regardless of the number of shares they
own, to vote “FOR” both proposals. Stockholders are encouraged to vote their shares now so
that their vote can be counted without delay.
YOUR PARTICIPATION IS IMPORTANT
PLEASE VOTE TODAY!
If any stockholder has questions about the special meeting or submitting a vote or wishes to
request additional proxy materials,
Global Headquarters
27335 West 11 Mile Road, Southfield, Michigan 48033 • Telephone +1 248 357 2866 • Fax +1 248 357 2570 • www.techteam.com
please contact TechTeam Global, Inc. Attention: Investor Relations, 27335 West 11 Mile Road,
Southfield, Michigan 48033, +1 248 357 2866; or The Altman Group, Inc., the firm assisting TechTeam
Global in the solicitation of proxies, 1200 Wall Street West, Lyndhurst, New Jersey 07071,
toll-free at + 1 877 283 0320. Banks and brokerage firms can call The Altman Group collect at + 1
201 806 7300.
About TechTeam Global, Inc.
TechTeam Global, Inc. is a leading provider of IT outsourcing and business process outsourcing
services to large and medium businesses, as well as government organizations. 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
nearly 2,500 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 +1
800 522 4451 or visit www.techteam.com.
About TechTeam Government Solutions, Inc.
TechTeam Government Solutions provides IT-based services to DoD, Federal Civilian, and state and
local agencies. TechTeam has core competencies in cyber security, network engineering,
ITIL®-based managed services, enterprise architecture, net-centric operations, and
modeling and simulation sciences. For information about TechTeam Government Solutions, Inc., please
call +1 800 275 1177 or visit www.techteamgovt.com.
About Jacobs Engineering Group Inc.
Jacobs is one of the world’s largest and most diverse providers of technical, professional, and
construction services.
Important Additional Information Filed With The SEC
TechTeam Global has filed with the SEC a definitive proxy statement dated July 30, 2010 and other
relevant materials in connection with the proposed sale of TechTeam Government Solutions. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED SALE OF TECHTEAM GOVERNMENT
SOLUTIONS, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT MATERIALS FILED BY TECHTEAM GLOBAL WITH THE SEC CAREFULLY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the definitive proxy statement, including
all exhibits thereto, and other documents filed with the SEC by TechTeam Global through the Web
site maintained by the SEC at http://www.sec.gov. In addition, investors and security holders will
be able to obtain, without charge, a copy of the definitive proxy statement, and all exhibits
thereto, from TechTeam Global by submitting a written request to TechTeam Global, Inc., Attention:
Investor Relations, 27335 West 11 Mile Road, Southfield, Michigan 48033; or by calling + 1 248 357
2866; or by visiting TechTeam Global’s Web site at http://www.techteam.com/investors.
Cautionary Statement Regarding Forward-Looking Statements
The statements contained in this press release that are not purely historical, including statements
regarding TechTeam Global’s expectations, hopes, beliefs, intentions, or strategies regarding the
future, are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual
results may differ materially from those expected because of various known and unknown factors,
risks and uncertainties. Factors, risks and uncertainties that may affect TechTeam Global’s ability
to consummate the proposed stock sale and TechTeam Global’s business, financial condition and
operating results include, but are not limited to: (i) the failure of Jacobs Engineering Group to
waive any conditions to completing the proposed stock sale that will not be satisfied prior to
closing, including with respect to the required retention of employees of TechTeam Government
Solutions and the receipt of any necessary consents; (ii) the failure of TechTeam Global to satisfy
certain conditions to completing the proposed stock sale, including the receipt of the required
approval of TechTeam Global’s stockholders and other third parties; (iii) the occurrence of any
event, change or other circumstances that could result in the proposed stock sale not being
consummated; (iv) the restrictions and limitations on the conduct of the Government Solutions
business prior to the consummation of the proposed stock sale; (v) the restrictions on TechTeam
Global’s ability to solicit or engage in discussion or negotiations with, or provide information
to, a third party regarding alternative transactions involving TechTeam Government Solutions; (vi)
the outcome
Global Headquarters
27335 West 11 Mile Road, Southfield, Michigan 48033 • Telephone +1 248 357 2866 • Fax +1 248 357 2570 • www.techteam.com
of any legal proceedings instituted against us and others in connection with the proposed stock
sale; (vii) the failure of the proposed stock sale to close for any other reason; (viii)
uncertainties as to the timing of the consummation of the proposed stock sale; (ix) uncertainties
as to how many TechTeam Global shares will be voted in favor of the proposals to be brought before
the special meeting; (x) changes in the business of TechTeam Global, TechTeam Government Solutions
or Jacobs Engineering Group or Jacobs Technology during the period between the date hereof and the
closing of the stock sale that could cause a condition to closing of the proposed stock sale not to
be satisfied; (xi) adverse reactions to the proposed stock sale by stockholders of TechTeam Global
or Jacobs, or others; (xii) the amount of purchase price adjustments, costs, fees, expenses and
charges relating to the proposed stock sale; (xiii) uncertainties related to TechTeam Global’s
future indemnification obligations under the stock purchase agreement, including the possibility of
not receiving some or all of the escrowed portion of the purchase price; (xiv) TechTeam Global’s
inability to recognize any of the benefits of the proposed transaction; (xv) uncertainties related
to the proposed strategy of separating the Government Solutions business from Tech Team Global’s
Commercial business; (xvi) other uncertainties related to such proposed strategy, including the
possibility that TechTeam Global will not be able to successfully operate the remaining portion of
its business after the completion of the proposed stock sale on a stand-alone basis; and (xvii)
other risks, including but not limited to the items discussed in documents filed or furnished by
TechTeam Global with the SEC, including matters contained in (A) “Item 1A — Risk Factors” of
TechTeam Global’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (the “2009
Form 10-K”), (B) the sections of the definitive proxy statement entitled “Material Considerations
Relating to the Stock Sale Proposal” and “Cautionary Statements Concerning Forward-Looking
Information,” and (C) information contained in subsequent reports and otherwise in the definitive
proxy statement. The forward-looking statements included in this press release are based on
information available to the Company on the date hereof, and the Company assumes no obligation to
update any such forward-looking statements.
Participants in the Solicitation
TechTeam Global, Jacobs Engineering and their respective directors, executive officers and
employees may be deemed to be participants in the solicitation of proxies with respect to the
proposed stock sale and the other matters to be brought at the special meeting of TechTeam Global’s
stockholders to which the definitive proxy statement relates. Information regarding the directors
and executive officers of TechTeam Global and their ownership of TechTeam Global shares is
contained in the 2009 Form 10-K, the proxy statement for TechTeam Global’s 2010 Annual Meeting of
Stockholders which was filed with the SEC on April 30, 2010, and the definitive proxy statement
referred to above, and is supplemented by other public filings made, and to be made, with the SEC.
Information regarding the directors and executive officers of Jacobs Engineering Group Inc. is
contained in the annual report of Jacobs Engineering Group, Inc. on Form 10-K for the year ended
October 2, 2009, which was filed with the SEC on November 20, 2009, and its proxy statement for its
2010 Annual Meeting of Shareholders, which was filed with the SEC on December 17, 2009. TechTeam
Global investors and security holders may obtain additional information regarding the direct and
indirect interests of TechTeam Global, Inc. and Jacobs Engineering Group, and their respective
directors and executive officers, with respect to the proposed stock sale by reading the definitive
proxy statement and other filings referred to above.
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Contacts:
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TechTeam Global, Inc.
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TechTeam Global, Inc. |
Margaret M. Loebl
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Chris Donohue |
VP, Chief Financial Officer and Treasurer
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VP, Strategy & Marketing |
+ 1 248 357 2866
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+ 1 248 357 2866 |
investors@techteam.com
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cdonohue@techteam.com |
Global Headquarters
27335 West 11 Mile Road, Southfield, Michigan 48033 • Telephone +1 248 357 2866 • Fax +1 248 357 2570 • www.techteam.com