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Cegeka to Acquire CTG: FAQs |
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CONFIDENTIALFOR INTERNAL CTG SENIOR LEADERSHIP REFERENCE ONLY
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Are the contracts CTG has in place with business partners still valid? If so, for how long?
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No immediate changes are expected. |
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As part of the integration process and after closing, CTG will work closely with Cegeka to review and assess
CTGs contracting terms and processes. |
More Information
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Who do I contact about employee, client, or partner questions not addressed in this document?
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Please direct the question and as much detail as possible to Amanda LeBlanc (amanda.leblanc@ctg.com) and
Catherine Miske (catherine.miske@ctg.com). They will coordinate answers and responses as quickly as possible. |
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What do I do if an investor, analyst, or media member contacts me? |
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Please direct the inquiry and as much detail as possible to: |
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Investors: John Laubacker, CFO (john.laubacker@ctg.com) |
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Media: Amanda LeBlanc, CMO (amanda.leblanc@ctg.com) |
John and Amanda will coordinate answers and responses as quickly as possible.
Important Information for Investors and Security Holders
The tender offer for all of the outstanding common stock of CTG referred to in this document has not yet commenced. The description contained in this document
is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Cegeka will file with the U.S. Securities and Exchange Commission (the SEC). The
solicitation and offer to buy the common stock of CTG will only be made pursuant to an offer to purchase and related tender offer materials. At the time the tender offer is commenced, Cegeka will file a tender offer statement on Schedule TO and
thereafter CTG will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 WILL CONTAIN IMPORTANT INFORMATION. ANY HOLDERS OF SHARES ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES. The offer to purchase, the related letter of transmittal and the solicitation/recommendation statement will be made available for free at the
SECs website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents will be made available by Cegeka and when available may be obtained by directing a request to the
information agent for the tender offer that will be named in the Schedule TO and related offer documents. Copies of the documents filed with the SEC by CTG will be available free of charge on CTGs internet website at www.ctg.com or by
contacting CTGs Investor Relations Department at 716 887 7368.
In addition to the offer to purchase, the related letter of transmittal and certain
other tender offer documents filed by Cegeka, as well as the solicitation/recommendation statement filed by CTG, CTG will also file periodic and current reports with the SEC. You may read and copy any reports or other information filed by Cegeka or
CTG at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. CTGs filings with the SEC are also available to the public from
commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
Forward Looking Statements
This document contains statements that constitute forward looking statements, including statements that express the opinions, expectations,
beliefs, plans, objectives, assumptions or projections regarding future events or future results, including statements regarding the proposed acquisition of CTG by Cegeka (the Proposed Acquisition), in contrast with statements
that reflect historical facts. In some cases, you can identify such forward-looking statements by terminology such as anticipate, intend, believe, estimate, plan, seek,
project, or expect, may, will, would, could, potential, intend, or should, the negative of these terms or similar expressions.
Forward-looking statements are based on managements current beliefs and assumptions and on information currently available to Cegeka and CTG. However, these forward-looking statements are not a guarantee of performance, and you should not
place undue reliance on such statements.
Forward-looking statements are subject to many risks, uncertainties and other variable circumstances, including,
but not limited to, the ability of the parties to satisfy the closing conditions for the Proposed Acquisition on a timely basis or at all, including the possibility that a governmental entity may prohibit, delay or refuse to grant approval for the
consummation of the Proposed Acquisition; statements about the expected timetable for completing the Proposed Acquisition; uncertainties as to how many of CTGs shareholders will tender their shares in the offer; the possibility that competing
offers will be made; the occurrence of events that may give rise to a right of one or both of Cegeka and CTG to terminate the merger agreement; negative effects of the announcement of the Proposed Acquisition on the market price of CTGs common
stock and/or on its business, financial condition, results of operations and financial performance (including the ability of CTG to maintain relationships with its customers, suppliers and others with whom it does business); the effects of the
Proposed Acquisition (or the announcement thereof) on CTGs ability to retain and hire qualified professional staff and talent, including technical, sales and management personnel; competition for clients; the increased bargaining power of
CTGs large clients; the occurrence of cyber incidents and CTGs ability to protect confidential client data; the partial or complete loss of the revenue CTG generates from its largest client, International Business Machines Corporation
(IBM); the uncertainty of CTGs clients implementations of cost reduction projects; the mix of work at CTG between IT Solutions and Services and Non-Strategic Technology Services, and the risk of disengaging from Non-Strategic Technology
Services; currency exchange risks; risks associated with CTGs domestic and foreign operations, including uncertainty and business interruptions resulting from political changes and actions in the U.S. and abroad, such as the conflict between
Russian and Ukraine and recent developments in China, and volatility in the global credit and financial markets and economy; renegotiations, nullification, or breaches of contracts with clients, vendors, subcontractors or other parties; the impact
of current and future laws and government regulations, as well as repeal or modification of such, affecting the IT solutions and services industry, taxes and CTGs operations in particular; industry, economic, and political conditions,
including fluctuations in demand for IT services; and consolidation among CTGs competitors or clients. Such risks and uncertainties may cause the statements to be inaccurate and readers are cautioned not to place undue reliance on such
statements. Many of these risks are outside of the control of Cegeka and CTG and could cause actual results to differ materially. The forward-looking statements included in this document are made only as of the date hereof. Cegeka and CTG do not
undertake, and specifically decline, any obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments, except as required by law.
A further description of risks and uncertainties relating to CTG can be found in CTGs Annual Report on Form 10-K for the fiscal year ended December 31,
2022, as filed with the SEC, and in other documents filed from time to time with the SEC by CTG and available at www.sec.gov and www.ctg.com.
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CONFIDENTIAL: FAQs for CTG Senior Leadership
Copyright © 2023 CTG. All Rights Reserved. Confidential Materials. |
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