On July 1, 2023, Mr. Gydé notified Mr. Helvey that one of CTGs
executives had received an in-bound inquiry from a former colleague who was now the CEO of publicly-traded technology solutions company in India who expressed an interest in CTG. In light of the speculative
nature of the inquiry, Mr. Helvey notified the other directors and decided not to pursue the inquiry any further.
On July 3,
2023, the Board met by video conference with members of CTG management present along with representatives of Baker McKenzie. Mr. Laubacker briefed the Board on the revised financial forecast as well as an overview of operations. It was the
consensus of the Board that the financial forecasts had been prepared on a reasonable basis and should be provided to Cegeka and Party E for their consideration in submitting a best and final proposal.
On July 10, 2023, Messrs. Gydé and Laubacker along with other members of the CTG management team had dinner with Mrs. Nouwen
(Director of Cegeka) and Messrs. Knaepen, Bijnens, Verstraeten and Gofflo along with representatives of Raymond James and Stifel. The next day, the same parties had an in person meeting where CTG management made a presentation regarding CTGs
business and strategy. This meeting was followed by several virtual meetings and calls from July 12, 2023, to July 26, 2023, among representatives of each of CTG, Cegeka, Raymond James, Stifel, Baker McKenzie (CTGs legal counsel) and
DLA Piper (Cegekas legal counsel) for due diligence purposes.
On July 14, 2023, Messrs. Gydé and Laubacker along with
other members of the CTG management team had an in person meeting with representatives of Party E along with representatives of Raymond James and Party Es investment banker where CTG management made a presentation regarding CTGs business
and strategy. Later that evening, Messrs. Gydé and Laubacker along with other members of the CTG management team had dinner with representatives of Party E to continue the conversation.
On July 18, 2023, representatives of Raymond James spoke with the investment bankers for Party E. The investment bankers for Party E
reported that Party E was very impressed with CTG and believed there were significant synergy possibilities. Party E indicated that it would be looking for ways to improve its indication of interest and was evaluating structures to provide more cash
and a premium to CTG shareholders.
On July 19, 2023, Cegeka and Party E were provided with preliminary earnings results for the
second quarter. On the same day, Party E requested authorization to contact specific potential equity capital providers who would be subject to the confidentiality agreement, which CTG approved.
On July 20, 2023, Cegeka provided its revised draft of the merger agreement to CTG for its consideration when evaluating the forthcoming
offer as provided in the Phase II process letter.
On July 26, 2023, representatives of Raymond James, at the Boards direction,
sent Cegeka a revised draft of the merger agreement prepared by Baker McKenzie reflecting CTGs views on the various deal points, including the need for deal closing certainty, a reasonable break fee in the event of a superior proposal and a
rejection of expense reimbursement to Cegeka in the event that the tender offer is not successful.
On July 27, 2023,
Mr. Gydé and representatives of Raymond James had a telephone discussion, subject to a confidentiality agreement, with a significant shareholder of Cegeka to discuss CTGs strategy, leadership, performance, customers and integration
as well as Cegekas commitment to a deal if mutually acceptable price, terms and conditions could be agreed.
On July 28, 2023,
at the direction of the Board, representatives of Raymond James had a telephone conversation with representatives of Stifel to discuss the status of Cegekas diligence and Cegekas plans to submit a final proposal along with a revised
merger agreement by the July 31, 2023, deadline.
On July 29, 2023, at the direction of the Board, representatives of Raymond
James contacted the investment banker for Party E to discuss progress on its proposal. Representatives of Raymond James held a video conference on July 30, 2023, in which the investment banker for Party E stated that Party E intended to submit
a best and final offer on July 31, 2023, along with a mark-up of the draft merger agreement.