Attached files
| file | filename |
|---|---|
| 8-K - TECHTEAM GLOBAL INC | v187393_8k.htm |
| EX-2.1 - TECHTEAM GLOBAL INC | v187393_ex2-1.htm |
| EX-99.1 - TECHTEAM GLOBAL INC | v187393_ex99-1.htm |
Exhibit
99.2
TechTeam
Global Signs Definitive Agreement to Sell Government Solutions Subsidiary for
$59 Million
Company
will focus on commercial sector opportunities with plans to enhance capabilities
and geographic coverage
SOUTHFIELD,
Mich., June 4 /PRNewswire-FirstCall/ -- TechTeam Global, Inc. (Nasdaq:
TEAM), a worldwide provider of information technology outsourcing and business
process outsourcing services, today announced that the Company has signed a
definitive agreement to sell its government solutions subsidiary, TechTeam
Government Solutions, Inc., to Jacobs Engineering Group Inc. (NYSE: JEC), one of
the world's largest and most diverse providers of technical, professional, and
construction services.
"We are
pleased with this agreement, which comes at the end of a thorough review and
sale process," said Seth W. Hamot, chairman of the board of directors of
TechTeam Global. "The decision to sell TechTeam Government Solutions, Inc.
resulted from the board’s evaluation over the past year of various strategic
alternatives to reposition the Company for stability and growth. After this
review, the board determined that focusing TechTeam Global's efforts on the
attractive commercial market would be the right course of action for TechTeam
Global and our shareholders. The sale of our government solutions business is an
important step forward to unlocking the intrinsic value of TechTeam’s underlying
assets. We remain committed to enhancing shareholder value."
Mr. Hamot
continued, "This transaction will provide the Company with significant financial
flexibility which will enhance our more focused business efforts. We intend to
use the proceeds from the sale initially to eliminate our bank borrowings and
increase our cash position."
"The sale
of our government solutions business represents a significant step in realizing
our strategic plan for the Company," said Gary J. Cotshott, president and chief
executive officer of TechTeam Global. "Our focus will now be squarely on the
commercial market, delivering leading IT outsourcing and business process
outsourcing services to our global customer base. TechTeam's leadership and
excellence have been recognized by customers and industry analysts alike – and
we intend to build on this strong position including further enhancing our
capabilities and geographic coverage."
Cotshott
continued, "Our commercial business has been positioned for growth and
profitability on a post-divestiture basis through recently completed
restructuring actions and through the investments we have been making in service
capabilities, geographic coverage and demand generation. We are excited about
the prospects for this business – with great market potential, an outstanding
base of existing customers, a solid new business pipeline and the strength of a
balance sheet with a significant cash position."
Under the
terms of the definitive agreement, Jacobs Engineering will acquire 100 percent
of the stock in TechTeam Government Solutions, Inc. for total consideration of
$59.0 million in cash, subject to certain escrows and adjustments set forth in
the definitive acquisition agreement. The transaction has been unanimously
approved by TechTeam Global's board of directors and is expected to close in the
third quarter of 2010 subject to the satisfaction of various closing conditions.
The transaction is also subject to approval by the stockholders of TechTeam
Global, and a special meeting of TechTeam Global's stockholders is anticipated
to be held during the third quarter of 2010. Further details will be provided in
filings with the U.S. Securities and Exchange Commission (SEC).
Houlihan
Lokey served as TechTeam Global's financial advisor and Blank Rome LLP and Wiley
Rein LLP served as TechTeam Global's legal advisors in connection with the sale
of TechTeam Government Solutions.
Conference
Call Information
TechTeam
Global, Inc. will host an investor teleconference to discuss the divestiture of
TechTeam Government Solutions, Inc. at 8:00 a.m. EDT, Friday, June 4, 2010. To
participate in the teleconference please call 1-877-941-2333 (outside the United
States, call +1-480-629-9723). When prompted, enter the passcode: 4313182. To
access a simultaneous Web cast of the teleconference, go to the TechTeam Global
Web site at http://www.techteam.com/investors/investor-relations and click on
the Web cast icon. From this site, you can download the necessary software and
listen to the teleconference. TechTeam encourages you to review the site before
the teleconference to ensure that your computer is configured
properly.
A script
of the investor teleconference will be available at 8:00 a.m. EDT, Friday, June
4, 2010. To access the script, go to the TechTeam Global Web site at
http://www.techteam.com/investors/investor-relations and click on the script
icon. The script will also be filed with the U.S. Securities and Exchange
Commission.
A taped
replay of the call will be available beginning at approximately 10:30 a.m. EDT,
Friday, June 4, 2010. This toll-free replay will be available through Friday,
June 18, 2010. To listen to the teleconference replay, call 1-800-406-7325
(outside the United States, call +1-303-590-3030). When prompted, enter the
passcode: 4313182.
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 3,000 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 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 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 Will Be Filed With The SEC
TechTeam
Global plans to file with the SEC a proxy statement and other relevant materials
in connection with the proposed sale of its government solutions business.
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 PROXY STATEMENT AND OTHER RELEVANT MATERIALS FILED BY TECHTEAM
GLOBAL WITH THE SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors
and security holders will be able to obtain free copies of the 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 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.
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 sale of TechTeam Government Solutions and the other
matters to be brought at the special meeting of TechTeam Global's stockholders
to which the proxy statement will relate. Information regarding the directors
and executive officers of TechTeam Global and their ownership of TechTeam Global
shares is contained in the annual report of TechTeam Global on Form 10-K for the
year ended December 31, 2009 and the proxy statement for TechTeam Global's 2010
Annual Meeting of Stockholders which was filed with the SEC on April 30, 2010,
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, Inc. investors and security holders may obtain additional information
regarding the direct and indirect interests of TechTeam Global, Inc., Jacobs
Engineering Group Inc. and their respective directors and executive officers
with respect to the proposed sale of TechTeam Government Solutions by reading
the proxy statement and other filings referred to above. A more complete
description will be available in the proxy statement to be filed in connection
with the proposed sale of TechTeam Government Solutions. TechTeam Global
investors and security holders may obtain additional information regarding the
direct and indirect interests of TechTeam Global, Jacobs Engineering and their
respective directors and executive officers with respect to the proposed sale of
TechTeam Government Solutions by reading the proxy statement and other filings
referred to above.
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 transaction and its business, financial condition and operating
results include, but are not limited to: (i) TechTeam Global's ability to
complete the proxy statement and file it with the SEC on a timely basis; (ii)
the failure to satisfy any of the conditions to completing the proposed
transaction, 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 give rise to the termination of the definitive
acquisition agreement; (iv) the failure of the proposed transaction to close for
any other reason; (v) the amount of the purchase price adjustments, costs, fees,
expenses and charges relating to the proposed transaction; (vi) uncertainties
related to TechTeam Global's future indemnification obligations under the
definitive acquisition agreement, including the possibility of not receiving
some or all of the escrowed portion of the purchase price; (viii) TechTeam
Global's inability to recognize any of the benefits of the proposed transaction;
(ix) the implementation of TechTeam Global's strategy to refocus its resources
on its commercial business and market acceptance of its refocused strategy; (ix)
uncertainties related to TechTeam Global's proposed refocused 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 transaction on a stand-alone basis; and (x) other risks, including but
not limited to the items discussed in documents filed or furnished by TechTeam
Global with the SEC, including in "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"), in subsequent reports and in the 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.
CONTACT:
Margaret M. Loebl, VP, Chief Financial Officer and Treasurer, +1-248-357-2866,
investors@techteam.com; Chris Donohue, VP, Strategy & Marketing,
+1-248-357-2866, cdonohue@techteam.com, both of TechTeam Global,
Inc.