UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
TechTeam
Global, Inc.
(Name
of Subject Company (Issuer))
Platinum
Merger Sub, Inc.
(Offeror)
a
wholly-owned subsidiary of
Stefanini
International Holdings Ltd
(Parent
of Offeror)
(Names
of Filing Persons (identifying status as offeror, issuer or other
person))
Common
Stock, $0.01 par value per share
(Title
of Class of Securities)
878311109
(CUSIP
Number of Class of Securities)
Antonio
Carlos Barretto
Stefanini
IT Solutions SA
Avenida
Brigadeiro Faria Lima, 1355, 19th Floor
Sao
Paulo, SP 001452-002
Brazil
Telephone: 011-55-11-3039-2065
(Name,
address, and telephone numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copies
to:
Diane
Holt Frankle, Esq.
DLA
Piper LLP (US)
2000
University Avenue
East
Palo Alto, California 94303
Telephone: (650)
833-2000
CALCULATION
OF FILING FEE
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Transaction
Valuation*
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Amount
of Filing Fee*
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Not
applicable*
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Not
applicable*
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*
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A
filing fee is not required in connection with this filing as it relates
solely to preliminary communications made before the commencement of a
tender offer.
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o
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Check
the box if any part of the fee is offset as provided by Rule 0-11
(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its
filing.
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Amount
Previously Paid: None
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Filing
Party: N/A
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Form
or Registration No.: N/A
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Date
Filed: N/A
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
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Check the
appropriate boxes below to designate any transactions to which the statement
relates:
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Third-party
tender offer subject to Rule 14d-1.
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Issuer
tender offer subject to Rule 13e-4.
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Going-private
transaction subject to Rule 13e-3.
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Amendment
to Schedule 13D under
Rule 13d-2.
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Check the
following box if the filing is a final amendment reporting the results of the
tender offer. o
This filing on Schedule TO relates
to a planned tender offer by Platinum Merger Sub, Inc. (the “Purchaser”), a
Delaware corporation and a wholly-owned subsidiary of Stefanini International
Holdings Ltd, a company incorporated and registered in England and Wales
(“Stefanini”), to purchase all outstanding shares of common stock, par value
$0.01 per share, of TechTeam Global, Inc., a Delaware corporation (the
“Company”), to be commenced pursuant to an Agreement and Plan of Merger, dated
as of November 1, 2010, by and among Stefanini, the Purchaser and the Company
(the “Merger Agreement”).
Additional
Information and Where to Find It
The tender offer to purchase shares of
the Company’s common stock described in the Merger Agreement and the amended
presentation materials attached as an exhibit hereto has not yet commenced, and
this document and the exhibit hereto are neither an offer to purchase, nor
a solicitation of an offer to sell, any securities. The tender offer to purchase
shares of the Company’s common stock will be made only pursuant to a Tender
Offer Statement on Schedule TO containing an offer to purchase, forms of letters
of transmittal and other documents relating to the tender offer (the “Tender
Offer Statement”), which the Purchaser will file with the SEC and mail to
Company stockholders. At the time the tender offer is commenced, the Company
will file a Solicitation / Recommendation Statement with respect to the tender
offer (the “Recommendation Statement”). Security holders of the Company are
advised to read the Tender Offer Statement and Recommendation Statement when
they become available, because they will contain important information about the
tender offer. Investors and security holders of the Company also are advised
that they may obtain free copies of the Tender Offer Statement and other
documents filed by Purchaser with the SEC (when these documents become
available) and the Recommendation Statement and other documents filed by the
Company, Stefanini and the Purchaser (when these documents become
available) on the SEC’s website at http://www.sec.gov. In addition, free copies
of the Tender Offer Statement and related materials may be downloaded (when
these documents become available) from the Company’s website at:
http://www.techteam.com/investors/sec-filings; and free copies of the
Recommendation Statement and related materials may be obtained (when these
documents become available) from the Company by written request to: TechTeam
Global, Inc., Attn: Investor Relations, 27335 West 11 Mile Road, Southfield,
Michigan 48033.
Item 12. Exhibits.
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Exhibit
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Exhibit
Name
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99.1
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Joint
Proposed Amended Merger Overview Presentation by Stefanini and TechTeam to
TechTeam Customers, amending the Joint Proposed Merger Overview
Presentation attached to the Schedule TO-C filed on November 4,
2010.
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