TechTeam Global, Inc., a Delaware
corporation (“TechTeam
Global” or the “Company”), is filing
materials contained in this Schedule 14A with the U.S. Securities and Exchange
Commission (“SEC”) with respect to
the solicitation of proxies from its stockholders in connection with a Special
Meeting of Stockholders and at any and all adjournments, postponements or
reschedulings thereof (the “Special Meeting”) to
be held to approve and adopt a Stock Purchase Agreement, dated as of June 3,
2010 (the “Stock
Purchase Agreement”), by and among TechTeam Global, Jacobs Engineering
Group Inc., a Delaware corporation (“Jacobs Engineering”),
and Jacobs Technology Inc., a Tennessee corporation and a wholly owned
subsidiary of Jacobs Engineering (“Jacobs Technology”
and, together with Jacobs Engineering, the “Jacobs Parties”),
pursuant to which Jacobs Technology would acquire 100% of the shares of capital
stock (such sale, including without limitation such other transactions as are
contemplated by the Stock Purchase Agreement, collectively, the “Transaction”) of
TechTeam Government Solutions, Inc., a Virginia corporation and a wholly-owned
subsidiary of TechTeam Global (“TTGSI”), which is the
government solutions subsidiary of TechTeam Global. TechTeam Global has not yet
filed a preliminary proxy statement with the SEC in connection with its
solicitation of proxies to be used at the Special Meeting.
Press
Release of Jacobs Engineering
On June 4, 2010, Jacobs Engineering
issued a press release announcing that it had signed the Stock Purchase
Agreement with respect to the Transaction. A copy of this press
release is attached hereto as Exhibit 1 and is incorporated by reference herein.
Any description contained herein of the contents of this press release is
qualified in its entirety by reference to the text thereof attached
hereto.
Important
Information
TechTeam Global plans to file with the
SEC a proxy statement and other relevant materials in connection with the
proposed sale of TTGSI. BEFORE MAKING ANY VOTING OR INVESTMENT
DECISION WITH RESPECT TO THE PROPOSED SALE OF TTGSI OR THE TRANSACTION,
INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT
AND OTHER RELEVANT MATERIALS FILED BY TECHTEAM GLOBAL WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED SALE OF TTGSI AND THE TRANSACTION.
Investors and security holders will be
able to obtain free copies of the proxy statement, 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.
In addition, investors and security
holders will be able to obtain, without charge, a copy of the proxy statement,
and all exhibits thereto, 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 Global’s Web site at http://www.techteam.com/investors.
TechTeam
Global, Jacobs Engineering, and their respective directors and executive
officers, and certain other employees of TechTeam Global and Jacobs Engineering,
may be deemed to be participants in the solicitation of proxies with respect to
the proposed sale of TTGSI, the Transaction and the other matters to be brought
at the special meeting of TechTeam Global stockholders to which the proxy
statement will relate. Information regarding TechTeam Global’s directors and
executive officers and their ownership of TechTeam Global’s shares is contained
in TechTeam Global’s annual report on Form 10-K for the year ended December 31,
2009 and its proxy statement for TechTeam Global’s 2010 Annual Meeting of
Stockholders which was filed with the SEC on April 30, 2010, 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 Inc. 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, Jacobs
Engineering Group Inc. and their respective directors and executive officers
with respect to the proposed sale of TTGSI by reading the proxy statement and
other filings referred to above. A more complete
description will be available in the proxy statement to be filed in connection
with the proposed sale of TTGSI. TechTeam Global investors and
security holders may obtain additional information regarding the direct and
indirect interests of TechTeam Global, Jacobs Engineering and their respective
directors and executive officers with respect to the proposed sale of TTGSI by
reading the proxy statement and other filings referred to above.
Exhibit
1
Jacobs
Engineering Group Inc. Press Release Issued June 4, 2010
Jacobs
Announces Definitive Agreement to Acquire TechTeam
Government
Solutions, Inc.
Strategic
Acquisition Expands Position in Government IT Services
PASADENA,
Calif., June 4 /PRNewswire-FirstCall/ -- Jacobs Engineering Group Inc.
(NYSE:JEC) announced today that it has signed a definitive agreement to acquire
TechTeam Government Solutions, Inc.(TTGSI), a wholly owned subsidiary of
TechTeam Global, Inc.
TTGSI is
a 500-person information technology (IT) solutions company that provides support
to federal, state and local government agencies, including the United States
Department of Homeland Security, U.S. Army and U.S. Army Corps of Engineers. The
firm's core competencies include systems integration, enterprise application
integration, ERP implementation support, IT infrastructure support, network
operations management, and call center operations.
The
acquisition is subject to customary closing conditions, including approval by
the stockholders of TechTeam Global, Inc., and is expected to close by late
summer. Under the terms of the definitive acquisition agreement, Jacobs
will acquire 100 percent of the stock in TTGSI for $59.0 million in cash,
subject to certain adjustments set forth in the definitive
agreement.
In making
the announcement, TTGSI President David Kriegman stated, "Jacobs is an industry
leader with a strong business model. Their world-class processes and tools will
enable our team to compete more broadly and effectively and enhance our
offerings for our clients."
Jacobs
President and Chief Executive Officer Craig Martin said, "TTGSI brings new
customers and capabilities to our growing government IT services business, and
enhances our IT capabilities and services for our clients around the globe. This
acquisition allows us to drive greater growth in our
business."
Jacobs is
one of the world's largest and most diverse providers of technical, professional
and construction services.
Any
statements made in this release that are not based on historical fact are
forward-looking statements. Although such statements are based on
management's current estimates and expectations, and currently available
competitive, financial and economic data, forward-looking statements are
inherently uncertain. We, therefore, caution the reader that there are a
variety of factors that could cause business conditions and results to differ
materially from what is contained in our forward-looking statements. For a
description of some of the factors which may occur that could cause actual
results to differ from our forward-looking statements, please refer to our 2009
Form 10-K, and in particular, the discussions contained under Items 1 -
Business, 1A - Risk Factors, 3 - Legal Proceedings, and 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations.
We also caution the readers of this release that we do not undertake to update
any forward-looking statements made herein.
TechTeam
Global, Inc. plans to file a proxy statement and other relevant documents
concerning the proposed sale of TTGSI with the Securities and Exchange
Commission ("SEC").
STOCKHOLDERS
OF TECHTEAM GLOBAL, INC. ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION.
Investors
and security holders will be able to obtain free copies of the proxy statement,
including all exhibits thereto, and other documents filed with the SEC by
TechTeam Global, Inc. through the web site maintained by the SEC at
http://www.sec.gov.
In
addition, investors and security holders can obtain, without charge, a copy of
the proxy statement, and all exhibits thereto, from TechTeam Global, Inc. 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 Global Inc.'s Web site at
http://www.techteam.com/investors.
Jacobs
Engineering Group Inc., TechTeam Global, Inc., and their respective directors
and executive officers, and employees, may be deemed to be participants in the
solicitation of proxies from the stockholders of TechTeam Global, Inc. in favor
of the proposed sale of TTGSI. Information regarding the directors and
executive officers of TechTeam Global, Inc. and their ownership of TechTeam
Global shares is contained in the annual report on Form 10-K of TechTeam Global,
Inc. for the year ended December 31, 2009, which was filed with the SEC on March
30, 2010, and its proxy statement for its 2010 Annual Meeting of Stockholders
which was filed with the SEC on April 30, 2010. Information regarding the
directors and executive officers of Jacobs Engineering Group Inc. is contained
in the annual report of Jacobs Engineering Group, Inc. 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, Inc. investors and security
holders may obtain additional information regarding the direct and indirect
interests of TechTeam Global, Inc., Jacobs Engineering Group Inc. and their
respective directors and executive officers with respect to the proposed sale of
TTGSI by reading the proxy statement and other filings referred to
above.
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For
additional information contact:
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John W. Prosser, Jr.
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Executive Vice President, Finance and
Administration
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626.578.6803
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