UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9
SOLICITATION/RECOMMENDATION
STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT
NO. 3)
(Name
of Subject Company)
TECHTEAM
GLOBAL, INC.
(Name
of Person Filing Statement)
COMMON
STOCK, PAR VALUE $0.01 PER SHARE
(Title
of Class of Securities)
878311109
(CUSIP
Number of Class of Securities)
Michael A. Sosin,
Esq.
Corporate
Vice President, General Counsel & Secretary
TechTeam
Global, Inc.
27335
West 11 Mile Road
Southfield,
Michigan 48033
(248)
357 2866
(Name,
address and telephone numbers of person authorized to receive notices and
communications on behalf of the persons filing statement)
With
copies to:
Jeffrey
R. Katz, Esq.
Ropes
& Gray LLP
Prudential
Tower, 800 Boylston Street
Boston,
MA 02199-3600
(617)
951 7072
¨ Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Amendment No. 3 amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9
initially filed with the Securities and Exchange Commission (the “SEC”) on November 12,
2010, as amended by Amendment No. 1 filed on November 22, 2010 and Amendment No.
2 filed on November 23, 2010 (as amended or supplemented from time to time, the
“Schedule
14D-9”) by TechTeam Global, Inc. (the “Company”). The
Schedule 14D-9 relates to the offer by Stefanini International Holdings
Ltd, a company incorporated and registered in England and Wales (“Parent”), through its
wholly-owned subsidiary, Platinum Merger Sub, Inc., a Delaware corporation
(“Purchaser”),
to acquire all issued and outstanding shares of the Company’s common stock, par
value $0.01 per share, in exchange for, with respect to each share, the right to
receive $8.35 in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated November 12, 2010, and in
the related Letter of Transmittal, copies of which are filed as Exhibits
(a)(1)(A) and (a)(1)(B), to the Schedule 14D-9, respectively. Any
capitalized term used and not otherwise defined herein shall have the meaning
ascribed to such term in the Schedule 14D-9.
All information in the Schedule 14D-9
is incorporated into this Amendment No. 3 by reference, except that such
information is hereby amended to the extent specifically provided
herein.
This Amendment No. 3 is being filed to
reflect certain updates as reflected below.
Item
8.
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Additional
Information
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Item
8 (Additional Information) of the Schedule 14D-9 is hereby further amended and
supplemented by adding the following text at the end of Item 8:
At 12:00
midnight, New York City time, on December 10, 2010, the Offer expired as
scheduled. The Offer was not extended. Based on the
information provided by Computershare Trust Company, N.A., the depositary for
the Offer, as of the expiration of the Offer, approximately 9,997,058 Shares
were validly tendered and not validly withdrawn prior to the expiration of the
Offer, including approximately 6,105 Shares subject to guaranteed delivery
procedures. Purchaser has accepted for payment all Shares validly
tendered and not validly withdrawn. The Shares tendered and not
validly withdrawn represents approximately 89.41% of the Shares
outstanding. Purchaser also intends to exercise its Top-Up Option,
pursuant to which the Company will issue Shares to Purchaser, at a price per
Share equal to the Offer Price, in an amount sufficient to ensure that Purchaser
and Parent can effect a short-form merger under applicable Delaware
law.
As a
result of the purchase of Shares in the Offer and the issuance of Shares
pursuant to the Top-Up Option, Purchaser and Parent will have sufficient voting
power to approve the Merger without the affirmative vote of any other
stockholder of the Company. Accordingly, Purchaser and Parent intend
to effect a “short-form” merger in which Purchaser is merged with and into the
Company, with the Company surviving the Merger and continuing as a wholly-owned
subsidiary of Parent. At the Effective Time of the Merger, any
remaining Shares not tendered in the Offer (other than Shares held in the
Company’s treasury or owned by Parent, Purchaser or any direct or indirect
wholly owned subsidiary of the Company or Parent or owned by stockholders of the
Company who properly exercise appraisal rights under the DGCL) will be converted
into the right to receive the same $8.35 per Share, net to the seller in cash,
without interest thereon and less any required tax withholdings, paid in the
Offer. As a result of the Merger, the Shares ceased to be traded on The Nasdaq
Global Market.
The full
text of the press release issued by Parent regarding the expiration of the
Offer, announcement that Purchaser has accepted for payment all Shares validly
tendered and not validly withdrawn, and expected completion of the Merger is set
forth as Exhibit (a)(5)(H) hereto and is incorporated by reference
herein.
Item
9 captioned “Exhibits” is hereby amended and supplemented by inserting the
following exhibit thereto:
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“Exhibit
(a)(5)(H)
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Press
Release, dated as of December 13, 2010, of Stefanini International
Holdings Ltd (incorporated by reference to Exhibit (a)(14) to Amendment
No. 4 to the Schedule TO filed by Stefanini International Holdings Ltd and
Platinum Merger Sub, Inc.)”
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After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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By:
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/s/ Michael A. Sosin
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Name: Michael
A. Sosin
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Title: Corporate
Vice President, General
Counsel
and Secretary
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Dated: December
13, 2010
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