4//SEC Filing
Stefanini Marco Antonio 4
Accession 0001144204-10-066129
CIK 0000805054other
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 4:45 PM ET
Size
12.7 KB
Accession
0001144204-10-066129
Insider Transaction Report
Form 4
Stefanini Maria das Gracas
10% Owner
Transactions
- Other
Common Stock
2010-12-13$8.35/sh+11,900,671$99,370,603→ 11,900,671 total
STEFANINI INTERNATIONAL HOLDINGS LTD
10% Owner
Transactions
- Other
Common Stock
2010-12-13$8.35/sh+11,900,671$99,370,603→ 11,900,671 total
Platinum Merger Sub, Inc.
10% Owner
Transactions
- Other
Common Stock
2010-12-13$8.35/sh+11,900,671$99,370,603→ 11,900,671 total
Stefanini Marco Antonio
10% Owner
Transactions
- Other
Common Stock
2010-12-13$8.35/sh+11,900,671$99,370,603→ 11,900,671 total
Footnotes (4)
- [F1]This form is a joint filing by Platinum Merger Sub, Inc., a Delaware corporation ("Purchaser"), Stefanini International Holdings Ltd, a company incorporated and registered in England and Wales ("Stefanini"), Mr. Marco Antonio Stefanini ("Mr. Stefanini") and Ms. Maria das Gracas Vuolo Sajovic ("Ms. Sajovic"). Purchaser is a wholly-owned subsidiary of Stefanini, which is beneficially owned by Mr. Stefanini and Ms. Sajovic.
- [F2]In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 1, 2010, by and among Stefanini, Purchaser and TechTeam Global, Inc., a Delaware corporation ("TechTeam"), on November 12, 2010, Purchaser commenced a cash tender offer (the "Offer") to purchase all outstanding shares of common stock, $0.01 par value per share, of TechTeam (the "Shares") at a price of $8.35 per Share, without interest thereon and less any required withholding tax.
- [F3]The Offer expired at 12:00 midnight, New York City Time, on December 10, 2010. Based on final information from the depositary for the tender offer, a total of 9,997,058 Shares were validly tendered and not properly withdrawn immediately prior to the expiration of the offering period, representing approximately 89.41% of TechTeam's outstanding Shares. Purchaser has accepted for payment all Shares that were validly tendered during the initial offering period, and payment for such Shares has been or will be made promptly, in accordance with the terms of the tender offer. The Purchaser also acquired an additional 719,651 Shares at a price of $8.35 per Share pursuant to its "top-up" right provided for in the Merger Agreement, following which the Purchaser owned over 90 percent of the outstanding TechTeam Shares.
- [F4]Pursuant to the terms of the Merger Agreement, on December 13, 2010, Stefanini caused Purchaser to merge with and into TechTeam (the "Merger") in accordance with the "short-form" merger provisions of Delaware law. In the Merger each Share of TechTeam (other than shares held by TechTeam as treasury shares or owned by Stefanini, Purchaser or any wholly-owned subsidiary of Stefanini or TechTeam or owned by stockholders of TechTeam who properly exercise appraisal rights under Delaware law) was automatically converted into the right to receive $8.35 in cash, without interest thereon and less any required withholding tax. As a result of the Merger, Stefanini, Purchaser, Mr. Stefanini and Ms. Sajovic acquired beneficial ownership of 11,900,671 Shares, representing 100% of the Shares.
Documents
Issuer
TECHTEAM GLOBAL INC
CIK 0000805054
Entity typeother
Related Parties
1- filerCIK 0001504909
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 4:45 PM ET
- Size
- 12.7 KB