Southfield-based TechTeam Global Inc., a provider of IT and business process outsourcing, is being bought out by a Brazilian firm for $93.4 million.
There was no immediate word on what would happen to TechTeam’s Southfield headquarters or the employees there. TechTeam officials didn’t respond to phone calls Tuesday seeking comment.
TechTeam (Nasdaq: TEAM) Tuesday announced a definitive agreement to be acquired by Stefanini International Holdings Ltd., which does business as Stefanini IT Solutions, a privately held provider of onshore and nearshore IT consulting, integration and development, and outsourcing services. Stefanini is based in Sao Paulo, Brazil.
The transaction will be accomplished through an all-cash tender offer and second-step merger, for a total value of approximately $93.4 million.
The terms of the agreement were unanimously approved by the boards of directors of both companies.
Stefanini International Holdings Ltd, through a U.S. subsidiary, will make an offer to purchase all outstanding shares of TechTeam Global common stock for $8.35 per share, a 24 percent premium to TechTeam’s closing stock price over the last three-month period ended Nov. 1 and a 16.8 percent premium over the closing price of TechTeam Global common stock on Nov. 1.
The offer is scheduled to commence within 10 business days and is expected to close during the fourth quarter of 2010. The offer is conditioned on the tender of a majority of the outstanding shares of TechTeam Global common stock on a fully diluted basis and various other conditions, including customary regulatory approvals. The transaction is not conditioned on receipt of financing. Following completion of the offer, an affiliate of Stefanini International Holdings Ltd. intends to acquire the remaining outstanding shares of TechTeam common stock for $8.35 per share through a second-step merger. Further details will be provided in filings with the U.S. Securities and Exchange Commission.
TechTeam Global’s board of directors will recommend that TechTeam Global stockholders tender their shares pursuant to the offer. In connection with and as a condition to the offer, Costa Brava Partnership III L.P. and Emancipation Capital, LLC, which collectively hold approximately 18.4 percent of TechTeam Global’s outstanding common stock, have agreed to tender their shares into the offer.
Said TechTeam board chairman Seth Hamot: “The TechTeam Board believes that this transaction, following the sale of the Government Solutions business in September, is in the best interest of our shareholders. This outcome could not have been achieved without the driven commitment of a strong management team.”
Added TechTeam president and CEO Gary J. Cotshott: “The proposed combination will expand the global coverage and broaden the service portfolio of the company. It will therefore create significant opportunities for TechTeam Global to address a broader set of needs and deliver enhanced value for our customers. We are also excited by the long-term growth opportunities expected from the increased stability, scale and flexibility of the combined enterprise.”
Stefanini IT chairman Marco A. Stefanini called the transaction “a significant step in Stefanini IT Solutions’ strategy of expanding its international presence. The prospective combination will create a truly global presence from two customer-focused and service-driven companies.”
However, a San Diego shareholder rights law firm, Robbins Umeda LLP, announced an investigation of the deal within a few hours of the announcement. The law firm’s press release said it would investigate “whether members of the company’s board breached their fiduciary duties to TechTeam shareholders by failing to adequately shop the company before entering into the transaction with Stefanini.”
TechTeam, founded in 1979, has about 2,100 employees and provides service desk, technical support, desk-side support, security administration, infrastructure management and related professional services.
More at www.techteam.com.
Stefanini was founded in 1987 and has more than 9,000 employees in 36 offices in 16 countries worldwide.