This Amendment No. 4 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO, filed by Chicago Merger Sub, Inc., a New York corporation (Merger Sub) and a wholly owned subsidiary of Cegeka Groep NV, a Belgian limited liability company (Parent or
Cegeka), with the U.S. Securities and Exchange Commission on August 23, 2023 (together with any subsequent amendments and supplements thereto, the Schedule TO). The Schedule TO relates to the
offer by Merger Sub to purchase all of the outstanding shares of common stock, par value $0.01 per share (Shares), of Computer Task Group, Incorporated, a New York corporation (the Company or
CTG), at a price of $10.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated
August 23, 2023 (the Offer to Purchase) and in the accompanying Letter of Transmittal, which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, as each may be
amended or supplemented from time to time, collectively constitute the Offer. This Amendment is being filed on behalf of Merger Sub and Parent. Unless otherwise indicated, references to sections in the Schedule TO are
references to sections of the Offer to Purchase.
Except as otherwise set forth in this Amendment, the information set forth in the
Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule TO.
Items 1 through
9 and Item 11.
The Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by
reference the information contained in the Offer to Purchase, are hereby amended and supplemented by adding the following paragraphs thereto:
On November 3, 2023, Parent and Merger Sub announced an extension of the Expiration Date until one minute after 11:59 P.M., Eastern
Time, on December 12, 2023, unless the Offer is further extended or earlier terminated pursuant to the terms of the Merger Agreement. The Offer was previously scheduled to expire one minute after 11:59 P.M., on November 3, 2023.
The Depositary has advised Parent that, as of 5:00 p.m., Eastern Time, on November 2, 2023, approximately 8,653,044 Shares had been
validly tendered into and not validly withdrawn from the Offer, representing approximately 56.9021% of the outstanding Shares.
The press
release announcing the extension of the Offer is attached hereto as Exhibit (a)(1)(J) and incorporated herein by reference.
Amendments to the
Offer to Purchase and Exhibits to the Schedule TO.
All references to one minute after 11:59 P.M., Eastern Time, on
September 20, 2023 set forth in the Offer to Purchase (Exhibit (a)(1)(A)), Letter of Transmittal (Exhibit (a)(1)(B)), Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(C)) and Letter to
Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (Exhibit (a)(1)(D)) are hereby amended and replaced with one minute after 11:59 P.M., Eastern Time, on December 12, 2023.
Items 4 and 11.
The Offer to
Purchase and Items 4 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, are hereby further amended and supplemented as set forth below:
The information set forth under Section 16 Certain Legal Matters; Regulatory Approvals, subheading Belgian
Competition Authority on page 61 of the Offer to Purchase is amended and supplemented by adding at the end of the paragraph the following language:
On October 27, 2023, the Belgian Competition Authority provided its decision granting its approval of the transaction.