Purpose of Amendment
This Amendment No. 6 (this Amendment) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Computer Task Group, Incorporated, a New York corporation (the Company or CTG) filed with the Securities and Exchange Commission (the SEC) on
August 23, 2023 (as amended or supplemented from time to time, the Schedule 14D-9). The Schedule 14D-9 relates to the tender offer by Chicago
Merger Sub, Inc., a New York corporation ( Merger Sub), a wholly-owned subsidiary of Cegeka Groep NV, a Belgian limited liability company (Cegeka or Parent), to purchase all of the outstanding
Shares of the Company for (i) $10.50 per Share, net to the seller in cash (the Offer Price), without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 23, 2023 (as amended or supplemented from time to time, the Offer to Purchase), and in the related Letter of Transmittal (as amended or supplemented from time to time, the Letter of
Transmittal, which, together with the Offer to Purchase, constitute the Offer). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, and together with the
exhibits thereto, the Schedule TO), filed by Parent and Merger Sub with the SEC on August 23, 2023. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.
Except as otherwise set forth below, the information set
forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such
terms in the Schedule 14D-9. This Amendment is being filed to reflect certain updates as set forth below.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented as follows:
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By amending and restating the first paragraph in the
sub-section entitled Item 8. Annual and Quarterly Reports. as follows: |
For additional information regarding the business and the financial results of CTG, please see CTGs Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 15, 2023, and its Quarterly Reports on Form 10-Q for the quarters ended June 30,
2023, and September 29, 2023, filed with the SEC on August 9, 2023, and November 8, 2023, respectively.
Item 9.
Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended by inserting the following
Exhibit below (a)(5)(L) as Exhibit (a)(5)(M).