Stefanini IT Solutions Affiliate to Merge with TechTeam Global

Nov. 2, 2010 - PRLog -- SOUTHFIELD, Mich., Nov. 2, 2010 /PRNewswire-FirstCall/ -- TechTeam Global, Inc. , a worldwide provider of IT outsourcing and business process outsourcing services (http://www.techteam.com), today announced that the Company has signed a definitive agreement pursuant to which an affiliate of Stefanini International Holdings Ltd (d/b/a Stefanini IT Solutions), a privately held global provider of onshore and nearshore IT consulting, integration and development, and outsourcing services, will merge with TechTeam Global. 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 definitive agreement was fully supported by TechTeam Global's Board of Directors and was the result of the Board of Directors and management's evaluation of various strategic alternatives for the benefit of all stakeholders. The transactions contemplated by the definitive 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 US$8.35 per share. The tender offer price represents a 24.0% premium to TechTeam Global's average closing stock price over the last three-month period ended November 1, 2010, and a 16.8% premium over the closing price of TechTeam Global common stock on November 1, 2010. The tender offer is scheduled to commence within 10 business days and is expected to close during the fourth quarter of 2010. The tender 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 tender offer, an affiliate of Stefanini International Holdings Ltd intends to acquire the remaining outstanding shares of TechTeam common stock for US$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% of TechTeam Global's outstanding common stock, have agreed to tender their shares into the offer.

Chairman of the Board of Directors of TechTeam Global Seth Hamot said, "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."

Gary J. Cotshott, President and Chief Executive Officer of TechTeam Global said, "We are pleased to be entering into a transaction which supports our strategic plan. 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."

Marco A. Stefanini, Chairman of Stefanini IT Solutions said, "We are excited about this transaction and believe it to be 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."

Houlihan Lokey served as TechTeam Global's financial advisor and Ropes & Gray LLP served as TechTeam Global's legal advisor in connection with the transaction. Fredericks Michael & Co. served as Stefanini International Holdings Ltd's financial advisor and DLA Piper LLP (US) served as Stefanini International Holdings Ltd's legal advisor in connection with the transaction.

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About TechTeam Global, Inc.
TechTeam Global, Inc. is a leading provider of IT outsourcing and business process outsourcing services to large and medium businesses. The company's primary services include service desk, technical support, desk-side support, security administration, infrastructure management and related professional services. TechTeam also provides a number of specialized, value-added services in specific vertical markets. Founded in 1979, TechTeam has approximately 2,100 employees across the world, providing IT support in 32 languages. TechTeam's common stock is traded on the NASDAQ Global Market under the symbol "TEAM." For more information, call +1 800 522 4451 or visit http://www.techteam.com.