Attached files
| file | filename |
|---|---|
| 8-K - TECHTEAM GLOBAL INC | v205286_8-k.htm |
| EX-3.1 - TECHTEAM GLOBAL INC | v205286_ex3-1.htm |
| EX-3.2 - TECHTEAM GLOBAL INC | v205286_ex3-2.htm |
Exhibit
99.1
STEFANINI
IT SOLUTIONS SUCCESSFULLY COMPLETES
ACQUISITION
OF TECHTEAM GLOBAL
SÃO
PAULO, Brazil, December 13, 2010 — Stefanini IT Solutions today announced the
successful completion of the $8.35 per share cash tender offer for all
outstanding shares of TechTeam Global, Inc. (“TechTeam Global”; Nasdaq: TEAM)
made by Stefanini International Holdings Ltd (“Stefanini”) and its acquisition
subsidiary. The tender offer expired at 12:00 midnight, Eastern
Standard Time, on December 10, 2010.
Based on
final information from the depositary for the tender offer, 9,997,058 shares
(including 6,105 shares subject to guaranteed delivery procedures), representing
over 89.41 percent of the outstanding shares of common stock of TechTeam Global
were validly tendered and not withdrawn prior to the expiration of the tender
offer. All such shares have been accepted for payment in accordance with the
terms of the tender offer.
As
previously disclosed, on November 2, 2010, TechTeam Global and Stefanini
announced that TechTeam Global, Stefanini and Merger Sub had signed a definitive
merger agreement pursuant to which the tender offer would be made. Stefanini’s
acquisition subsidiary, Platinum Merger Sub, Inc. (the “Merger Sub”) intends to
purchase additional shares of common stock of TechTeam Global at the same price
paid in the tender offer pursuant to its “top-up” right provided for in the
merger agreement, following which the Merger Sub will own over 90 percent of the
outstanding shares of TechTeam Global.
Pursuant
to the merger agreement, the Merger Sub intends to effect a “short-form” merger
under applicable Delaware law following payment for the tendered shares and the
purchase of shares in connection with the “top up” right, which is expected to
be completed promptly, and satisfaction of certain other conditions. In the
merger, Merger Sub will be merged with and into TechTeam Global, with TechTeam
Global surviving the merger and continuing as a wholly-owned subsidiary of
Stefanini. In the merger, each outstanding share of TechTeam Global common stock
(other than shares held in TechTeam Global’s treasury or owned by Stefanini,
Merger Sub or any other wholly-owned subsidiary of Stefanini or by stockholders
of TechTeam Global who properly exercise appraisal rights under Delaware law)
will be automatically converted into the right to receive $8.35 in cash, without
interest thereon and less any required tax withholdings. Following the merger,
TechTeam Global common stock will cease to be traded on the Nasdaq Global
Market. Holders of TechTeam Global common stock who did not tender their shares
in the tender offer will receive a letter of transmittal that will instruct them
on how to receive the merger consideration, as well as a notice of the merger
and description of appraisal rights for any such holder entitled to exercise
such rights under Delaware law.
About
the Stefanini IT Solutions
Stefanini
IT Solutions is a global provider of onshore and nearshore IT consulting,
systems integration and development, and outsourcing services. With more 9,400
employees and 36 offices in 17 countries worldwide, Stefanini IT Solutions
services more than 320 active customers across a broad spectrum of industry
verticals, including energy and utilities, insurance, manufacturing and
distribution, oil and gas, financial services, and telecom. Founded in 1987 and
with roots in São Paulo, Brazil, Stefanini IT Solutions has grown to be a
multinational IT services company and one of the largest IT consulting companies
in Latin America.
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MEDIA
CONTACTS
Stefanini
IT Solutions
Maribel
Lopez
781-404-2416
mlopez@topazpartners.com
Antonio
Barretto
55 11
3039 2065
abarretto@stefanini.com
DFreire
Comunicação e Negócios
Av. Eng.
Luiz Carlos Berrini, 828 - 10and
04571-000
São Paulo - SP
Phone 55
11 5505-8922
www.dfreire.com.br
Debora
Freire - debora@dfreire.com.br