This Amendment No. 6 (this Amendment) amends and supplements the Tender Offer
Statement on Schedule TO, filed by Chicago Merger Sub, Inc., a New York corporation (Merger Sub) and a wholly owned subsidiary of Cegeka Groep NV, a Belgian limited liability company (Parent or
Cegeka), with the U.S. Securities and Exchange Commission on August 23, 2023 (together with any subsequent amendments and supplements thereto, the Schedule TO). The Schedule TO relates to the
offer by Merger Sub to purchase all of the outstanding shares of common stock, par value $0.01 per share (Shares), of Computer Task Group, Incorporated, a New York corporation (the Company or
CTG), at a price of $10.50 per Share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the offer to purchase dated
August 23, 2023 (the Offer to Purchase) and in the accompanying Letter of Transmittal, which are annexed to and filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, which, as each may be
amended or supplemented from time to time, collectively constitute the Offer. This Amendment is being filed on behalf of Merger Sub and Parent. Unless otherwise indicated, references to sections in the Schedule TO are
references to sections of the Offer to Purchase.
Except as otherwise set forth in this Amendment, the information set forth in the
Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule TO.
Items 4 and 11.
The Offer to Purchase and Items 4 and 11 of the Schedule TO, to the extent such Items incorporate by reference the information
contained in the Offer to Purchase, are hereby further amended and supplemented as set forth below:
The information set forth under
Section 16 Certain Legal Matters; Regulatory Approvals, subheading Luxembourg Supervision Commission of the Financial Sector. on page 61 of the Offer to Purchase is amended and supplemented by adding the
following as a new paragraph immediately after the last paragraph:
On December 12, 2023, the CSSF informed Parent of its non-opposition to the indirect acquisition control of Computer Task Group Luxembourg PSF S.A. by Parent. Accordingly, the Regulatory Condition has been satisfied.