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8-K - FORM 8-K - TECHTEAM GLOBAL INC | k49622e8vk.htm |
EX-2.1 - EX-2.1 - TECHTEAM GLOBAL INC | k49622exv2w1.htm |
EX-99.1 - EX-99.1 - TECHTEAM GLOBAL INC | k49622exv99w1.htm |
Exhibit 99.2
NASDAQ-GM TEAM
TechTeam Global Announces Amendment to Stock Purchase Agreement with Jacobs Engineering Group
SOUTHFIELD, Mich., September 15, 2010...TechTeam Global, Inc. (NASDAQ: TEAM), a worldwide
provider of information technology outsourcing and business process outsourcing services, today
announced that it has entered into an amendment to the original stock purchase agreement dated June
3, 2010 with Jacobs Engineering Group Inc. (NYSE: JEC) with respect to the proposed sale of
TechTeam Globals government solutions subsidiary, TechTeam Government Solutions, Inc. (Government
Solutions) to Jacobs Engineering Group. Pursuant to the amendment, Jacobs Engineering Group has
agreed to acquire Government Solutions for $43 million in cash, subject to certain escrows and
adjustments set forth in the definitive stock purchase agreement, as amended. The original stock
purchase agreement provided for a purchase price of $59 million in cash, subject to certain escrows
and adjustments set forth in the original stock purchase agreement.
As previously announced on August 30, 2010, Jacobs Engineering Group had informed TechTeam Global
that it was unwilling to waive certain conditions to its obligations to consummate the acquisition
of Government Solutions pursuant to the terms set forth in the original stock purchase agreement,
due to, among other things, Jacobs Engineering Groups belief that the Government Solutions
business had declined significantly subsequent to the execution of the original stock purchase
agreement. Jacobs Engineering Group also informed TechTeam Global that it believed that it had the
right to immediately terminate the original stock purchase agreement due to its belief that certain
conditions precedent to its obligations to consummate the transaction could not be satisfied.
In addition to the reduction in the base purchase price, the parties have also agreed to waive
certain conditions precedent to each of their obligations to close the transaction including
conditions relating to the continued employment of Government Solutions employees prior to closing
and the procurement of certain third party consents. Further, the parties have agreed to extend the
date by which the stock purchase agreement may be terminated if the sale has not occurred to
October 5 from October 1. Further details regarding the amendment to the stock purchase agreement
will be provided in filings to be made by TechTeam Global with the U.S. Securities and Exchange
Commission.
The board of directors of TechTeam Global has unanimously approved the amendment to the original
stock purchase agreement with Jacobs Engineering Group, and unanimously recommends that
stockholders of TechTeam Global vote FOR the approval and adoption of the stock purchase
agreement, as amended, and the consummation of the transactions contemplated thereby.
The special meeting of stockholders is currently scheduled to be reconvened on Tuesday, September
28, 2010, at 10:00 a.m. (local time), at The Langham Hotel, 250 Franklin Street, Boston,
Massachusetts 02110. The record date for the special meeting remains July 30, 2010. Because
conditions continue to exist to the obligation of Jacobs Engineering Group to consummate the
acquisition of Government Solutions, no assurances can be made that TechTeam Global will not need
to seek a further adjournment of the special meeting. To the extent that TechTeam Global determines
that a further adjournment is needed in advance of the reconvened special meeting scheduled to be
held on September 28, 2010, a public announcement of such determination will be issued in advance
of the currently scheduled reconvened special meeting.
Stockholders who have questions about the sale of Government Solutions or need assistance in
submitting their proxies or voting their shares should contact The Altman Group, Inc., the firm
assisting TechTeam
27335 West 11 Mile Road, Southfield, Michigan 48033 Telephone +1 248 357 2866 Fax +1 248 357 2570 www.techteam.com
Global in the solicitation of proxies, at 1200 Wall Street West, Lyndhurst, New Jersey 07071, or
toll-free at +1 877 283 0320. Banks and brokerage firms can call The Altman Group collect at +1
201 806 7300.
Houlihan Lokey is serving as TechTeam Globals financial advisor and Blank Rome LLP and Wiley Rein
LLP are serving as TechTeam Globals legal advisors in connection with the sale of Government
Solutions.
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 companys 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. TechTeams 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 Jacobs Engineering Group Inc.
Jacobs is one of the worlds largest and most diverse providers of technical, professional, and
construction services.
Important Additional Information Filed and to be Filed With The SEC
TechTeam Global has filed a definitive proxy statement dated July 30, 2010 and other relevant
materials with the Securities and Exchange Commission and expects to file supplementary proxy
materials with the SEC in connection with the proposed sale of Government Solutions. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED SALE OF GOVERNMENT SOLUTIONS,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THOSE OTHER
RELEVANT MATERIALS AND THE SUPPLEMENTARY PROXY MATERIALS (WHEN SUCH SUPPLEMENTARY PROXY MATERIALS
ARE MADE AVAILABLE) CAREFULLY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and security holders may obtain free copies of the definitive proxy statement (including,
when available, such supplementary proxy materials), 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. The supplementary proxy materials will also be available from the SECs
website free of charge when filed by TechTeam Global. In addition, investors and security holders
will be able to obtain, without charge, a copy of the definitive proxy statement and other
materials and the supplementary proxy materials (when available), at http://www.proxyvote.com or
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 Globals Web site at http://www.techteam.com/investors.
27335 West 11 Mile Road, Southfield, Michigan 48033 Telephone +1 248 357 2866 Fax +1 248 357 2570 www.techteam.com
Participants in the Solicitation
TechTeam Global, Jacobs Engineering Group 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 Globals
stockholders to which the definitive proxy statement and such other solicitation materials (and as
to be amended by the supplemental proxy materials, when available) relate. Information regarding
the directors and executive officers of TechTeam Global and their ownership of TechTeam Global
shares is contained in TechTeam Globals Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 (the 2009 Form 10-K), the proxy statement for TechTeam Globals 2010 Annual
Meeting of Stockholders which was filed with the SEC on April 30, 2010, and the definitive proxy
statement referred to above (and as to be amended by the supplemental proxy materials, when
available), 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 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, when available, the supplemental proxy materials) 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 Globals 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 Globals ability
to consummate the proposed stock sale and TechTeam Globals business, financial condition and
operating results include, but are not limited to: (i) the failure of Jacobs Engineering Group to
waive any remaining conditions to completing the proposed stock sale that will not be satisfied
prior to closing, including with respect to 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 Globals 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 Globals ability to solicit or engage in discussion or negotiations with,
or provide information to, a third party regarding alternative transactions involving Government
Solutions; (vi) the outcome 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, 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 Globals 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 Globals 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 Globals Commercial business; (xvi) other uncertainties related to such proposed
strategy, including the possibility that TechTeam Global will not be able to successfully operate
the
27335 West 11 Mile Road, Southfield, Michigan 48033 Telephone +1 248 357 2866 Fax +1 248 357 2570 www.techteam.com
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 the 2009 Form 10-K, (B) Part II, Item 1A Risk Factors of TechTeam Globals
Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, (C) the sections of the
definitive proxy statement entitled Material Considerations Relating to the Stock Sale Proposal
and Cautionary Statements Concerning Forward-Looking Information (including any amendment or
supplement thereto to be contained in the supplemental proxy materials, when available), and (D)
information contained in subsequent reports and additional soliciting materials and otherwise in
the definitive proxy statement, as it may be amended or supplemented from time to time. 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.
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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 |
27335 West 11 Mile Road, Southfield, Michigan 48033 Telephone +1 248 357 2866 Fax +1 248 357 2570 www.techteam.com