HASSELT, Belgium/Limburg and BUFFALO, N.Y., Aug. 09, 2023 (GLOBE NEWSWIRE) — Cegeka Groep nv, a leading European IT solutions company, and Computer Task Group, Incorporated (Nasdaq: CTG), a leader in North America and Western Europe helping companies employ digital IT solutions and services to drive their productivity and profitability, today announced that they have entered into a definitive agreement under which Cegeka agreed to acquire CTG for $10.50 per share of common stock in an all-cash transaction, representing an implied equity value of approximately $170 million.
CTG is a leading provider of digital transformation solutions with a strong client base across high-growth vertical markets, focused primarily on healthcare, finance, energy, manufacturing, and government. The Company had $325 million in 2022 revenue and $306 million in trailing 12-month revenue as of June 30, 2023. CTG operates in three segments: North America IT Solutions and Services, Europe IT Solutions and Services, and Non-Strategic Technology Services. Since 2018, CTG has transformed into a provider of recurring and higher-margin Solutions work, which has significantly expanded its gross margin from 19.1% in 2018 to 28.1% as of June 30, 2023.
This transaction aligns with Cegeka’s long-term strategic vision for growth and ambition. “This merger is a logical next step in the continuous growth journey of Cegeka. In CTG, we find a partner that complements our customer and service portfolio and strengthens our capabilities and knowledge,” said Stijn Bijnens, CEO of Cegeka.
“Together, we can deliver enhanced value to customers across North America and Europe. As we proceed with the acquisition process, we look forward to welcoming the employees of CTG across India, Colombia, Europe, and North America,” said André Knaepen, Chairman of the Board of Directors of Cegeka.
“We are excited to enter into this transaction with Cegeka, which is a testament to the significant efforts we have undertaken to drive our transformation strategy to make CTG a pure-play digital IT solutions provider,” said Filip Gydé, CTG President and CEO. “At CTG, our mission is to drive better, faster results for our customers with high-value digital transformation solutions. In Cegeka, we are pleased to have found a partner that will enable us to accelerate this important work. We are confident that joining with Cegeka is in the best interest of our employees, will continue to drive the high-value services and solutions our customers have come to expect, and will deliver immediate value to our shareholders.”
Financial Highlights
The acquisition is expected to bring Cegeka to an annual turnover in 2024 of €1.4 billion, employing over 9,000 people in 18 countries. This transaction will move Cegeka from a leading European IT solutions company to a Global IT integrator.
Transaction Details
Under the terms of the merger agreement, a wholly owned subsidiary of Cegeka will commence a tender offer to acquire all outstanding shares of CTG for $10.50 per share of common stock in cash, representing an implied equity value of approximately $170 million. The offer price represents a 44.8% premium to the trailing 90-day volume weighted average stock price as of August 7, 2023. Both the Cegeka and CTG board of directors unanimously approved the merger agreement.
In connection with the execution of the merger agreement, certain CTG’s directors and executive officers, holding approximately 8.8% in the aggregate of CTG’s outstanding shares, entered into an agreement in which they agreed to tender all their shares in the tender offer.
The closing of the transaction will be subject to customary conditions, including the expiration or termination of certain regulatory periods and the tender of shares representing at least two-thirds of CTG’s outstanding common stock in the tender offer, as required by the merger approval requirements under applicable New York law. Upon the successful completion of the tender offer, Cegeka would acquire any shares of CTG’s common stock not tendered through a second-step merger effected for the same per common share consideration. The transaction is expected to close later in 2023. Upon the successful completion of the tender offer, Cegeka’s acquisition subsidiary will be merged into CTG, and any remaining shares of common stock of CTG will be canceled and converted into the right to receive the same $10.50 per share in cash.
After closing, CTG will become a privately held company, and shares of CTG common stock will no longer be listed on any public market.
CTG Second Quarter 2023 Financial Results
CTG will announce its second quarter 2023 results in a separate release later today. The press release will be made available on CTG’s website. Due to the pending acquisition by Cegeka, CTG will not host its earnings call previously scheduled for today, August 9, 2023, at 11:00 a.m. Eastern Time.
Advisors
Stifel is the exclusive financial advisor, and DLA Piper LLP is the legal advisor to Cegeka.
KPMG assisted Cegeka in the financial, tax, and HR due diligence.
Raymond James & Associates, Inc. is acting as financial advisor to CTG. Baker McKenzie LLP serves as the Company’s legal advisor.
About Cegeka
Cegeka is an ambitious and leading IT solutions provider. In line with our motto, ‘In close cooperation,’ we strive to provide the best possible customer service and support our more than 2,500 customers in their digitization journey. Cegeka offers integrated end-to-end solutions in the fields of Data, Applications, and Infrastructure which are strongly interconnected.
Cegeka has over 6,000 employees with locations in Belgium, Luxembourg, the Netherlands, Germany, Austria, Romania, Moldova, Italy, the Czech Republic, Slovakia, Sweden, the United States, and Greece, and has a consolidated turnover of €871 million (in 2022). Cegeka is a European family-owned company. It was founded in 1992 by André Knaepen, who is currently the chairman of the board of directors. CEO Stijn Bijnens manages the Company from its head office in Hasselt, Belgium.
About CTG
CTG is a leading provider of digital transformation solutions and services that accelerate clients’ project momentum and achievement of their desired IT and business outcomes. We have earned a reputation as a faster, more reliable, results-driven partner focused on integrating digital technology into all areas of its clients to improve their operations and increase their value proposition. CTG’s engagement in the digital transformation process drives improved data-driven decision-making, meaningful business performance improvements, new and enhanced customer experiences, and continuous innovation. CTG operates in North America, South America, Western Europe, and India. CTG regularly posts news and other important information at www.ctg.com.
