UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9c
SOLICITATION/RECOMMENDATION
STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES
EXCHANGE ACT OF 1934
TECHTEAM
GLOBAL, INC.
(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
Ropes
& Gray LLP
Prudential
Tower, 800 Boylston Street
Boston,
MA 02199-3600
(617)
951 7072
x Check the box if
the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This
Schedule 14D-9 consists of the following document relating 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”):
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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 14D9-c filed on November 4,
2010.
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The
following slide deck is the Joint Proposed Amended Merger Overview Presentation
by Stefanini and TechTeam to TechTeam Customers, amending the Joint Proposed
Merger Overview Presentation attached to the Schedule 14D9-c filed on November
4, 2010.
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Forward-looking
Statements:
The
document included in this Schedule 14D-9 contains forward-looking statements,
including those relating to Stefanini International Holdings Ltd’s acquisition
of TechTeam Global and expected benefits or other effects of the transaction. In
some cases, forward-looking statements can be identified by words such as
“anticipate,” “expect,” “believe,” “plan,” “intend,” “predict,” “will,” “may,”
and similar terms. Forward-looking statements in the document contained in this
Schedule 14D-9 include, but are not limited to, the anticipated timing of
filings and approvals relating to the transaction; statements regarding the
expected timing of the completion of the transaction; statements regarding the
ability to complete the transaction considering the various closing conditions;
any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. The forward-looking statements contained in the
document included in this Schedule 14D-9 relate to future results and events are
based on TechTeam Global, Inc.’s current expectations, estimates and projections
about our industry, as well as our management’s beliefs and assumptions.
Forward-looking statements, by their nature, involve risks and uncertainties and
are not guarantees of future performance. Actual results may differ materially
from the results discussed in the forward-looking statements due to a variety of
risks, uncertainties and other factors, including, but not limited to,
uncertainties as to the timing of the tender offer and merger; uncertainties as
to how many of TechTeam Global, Inc.’s stockholders will tender their stock in
the offer; the risk that competing offers will be made; the possibility that
various closing conditions for the transaction may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse to grant
approval for the consummation of the transaction; the effects of disruption from
the transaction making it more difficult to maintain relationships with
employees, licensees, other business partners or governmental entities; other
business effects, including the effects of industry, economic or political
conditions outside of TechTeam Global, Inc.’s control; transaction costs; actual
or contingent liabilities; and other risks and uncertainties discussed in
documents filed with the Securities and Exchange Commission by TechTeam Global,
Inc., including the Solicitation/Recommendation Statement to be filed by
TechTeam Global, Inc. Investors and stockholders are cautioned not to place
undue reliance on these forward-looking statements. Unless required by law, we
undertake no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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