Unassociated Document
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. 2)
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, Esq.
Ropes
& Gray LLP
Prudential
Tower, 800 Boylston Street
Boston,
MA 02199-3600
(617)
951 7072
o Check the box if
the filing relates solely to preliminary communications made before the
commencement of a tender offer.
This
Amendment No. 2 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 (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. 2 by reference, except that such
information is hereby amended to the extent specifically provided
herein.
This Amendment No. 2 is being filed to
reflect certain updates as reflected below.
Item
8. Additional
Information
Section
(h) of Item 8 captioned “Regulatory Approvals” is hereby amended and
supplemented by adding the following language as the new sixth paragraph under
the heading “U.S. Antitrust Approval” of such section with the following
paragraph:
“On
November 23, 2010, the waiting period applicable to the Offer under the HSR Act
was terminated by the FTC. Accordingly, the condition to the Offer
relating to the expiration or termination of the waiting period under the HSR
Act has been satisfied.”
Item
9. Exhibits.
Item
9 captioned “Exhibits” is hereby amended and supplemented by inserting the
following exhibit thereto:
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“Exhibit
(a)(5)(G)
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Joint
Press Release, dated as of November 23, 2010, of Stefanini International
Holdings Ltd and TechTeam Global,
Inc.”
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SIGNATURE
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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