--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-294477" form_type: "8-K" ticker: null cik: "0000023111" company_name: "COMPUTER TASK GROUP INC" filed_at: "2023-12-13T23:59:59+00:00" generated_at: "2026-06-07T13:43:19.903534+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Cegeka completes acquisition of CTG for $10.50/share; shares to be delisted ## Summary - Merger Sub accepted 12,806,181 shares (~73.79% of outstanding) validly tendered in tender offer expiring Dec. 12, 2023. - Cegeka exercised top-up option, issuing 28,132,349 new shares to reach >90% ownership for short-form merger under NY law. - Merger completed Dec. 13, 2023; CTG becomes wholly owned subsidiary of Cegeka; shares delisted from Nasdaq. - CEO Filip Gydé resigned; new board and officers appointed: Stijn Bijnens (President) and Stephan Daems (Secretary/Treasurer). - CTG terminated its Loan and Security Agreement with Bank of America after repaying all outstanding amounts. ## SEC filing metadata - accession: 0001193125-23-294477 - form_type: 8-K - cik: 0000023111 - company_name: COMPUTER TASK GROUP INC - filed_at: 2023-12-13T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.02, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/d648596d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-294477 - JSON: https://secwatch.observer/filing/0001193125-23-294477.json - Plain text: https://secwatch.observer/filing/0001193125-23-294477.txt ## Key facts - Executive change Stephan Daems was appointed as Secretary and Treasurer at COMPUTER TASK GROUP INC. - Action: appointed - Role: Secretary and Treasurer source text: The officers of Merger Sub immediately prior to the Effective Time were Stijn Bijnens, President; and Stephan Daems, Secretary and Treasurer. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change Filip Gydé resigned as Chief Executive Officer at COMPUTER TASK GROUP INC. - Action: resigned - Role: Chief Executive Officer source text: the Company, Computer Task Group Belgium NV, a company organized and existing under the laws of the Kingdom of Belgium (the " Belgian Subsidiary "), and Filip Gydé entered into a termination and settlement agreement to terminate by mutual agreement the employment agreement entered into on March 4, 2019 between the Company, the Belgian Subsidiary and Filip Gydé, effective immediately after the Effective Time. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change James R. Helvey, III resigned as Director at COMPUTER TASK GROUP INC. - Action: resigned - Role: Director source text: Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change Stephan Daems was appointed as Director at COMPUTER TASK GROUP INC. - Action: appointed - Role: Director source text: The directors of Merger Sub immediately prior to the Effective Time were Stijn Bijnens and Stephan Daems. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change David Klein resigned as Director at COMPUTER TASK GROUP INC. - Action: resigned - Role: Director source text: Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change Stijn Bijnens was appointed as President at COMPUTER TASK GROUP INC. - Action: appointed - Role: President source text: The officers of Merger Sub immediately prior to the Effective Time were Stijn Bijnens, President; and Stephan Daems, Secretary and Treasurer. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change Filip Gydé resigned as Director at COMPUTER TASK GROUP INC. - Action: resigned - Role: Director source text: Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change Stijn Bijnens was appointed as Director at COMPUTER TASK GROUP INC. - Action: appointed - Role: Director source text: The directors of Merger Sub immediately prior to the Effective Time were Stijn Bijnens and Stephan Daems. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change Raj Rajgopal resigned as Director at COMPUTER TASK GROUP INC. - Action: resigned - Role: Director source text: Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change Valerie Rahmani resigned as Director at COMPUTER TASK GROUP INC. - Action: resigned - Role: Director source text: Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Executive change Kathryn Stein resigned as Director at COMPUTER TASK GROUP INC. - Action: resigned - Role: Director source text: Filip Gydé, James R. Helvey, III, David Klein, Valerie Rahmani, Raj Rajgopal and Kathryn Stein each resigned from his or her respective position as a member of the Company’s board of directors (the “ Board ”) and, as applicable, any committee thereof. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Governance Changes COMPUTER TASK GROUP INC: By-laws were amended and restated in their entirety pursuant to the merger agreement as of the effective time (effective 2023-12-13). - Change: bylaw amendment - Effective: 2023-12-13 source text: In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s by-laws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “ Amended and Restated By-Laws ”). evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Governance Changes COMPUTER TASK GROUP INC: Certificate of incorporation was amended pursuant to the merger agreement as of the effective time of the merger (effective 2023-12-13). - Change: charter amendment - Effective: 2023-12-13 source text: Pursuant to the terms of the Merger Agreement, as of the Effective Time, the company's certificate of incorporation, as in effect immediately prior to the Effective Time, was amended as set forth in the Certificate of Merger filed with the Secretary of State of the State of New York on December 13, 2023 (the “ Amended Certificate of Incorporation ”). evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - M&A Transactions COMPUTER TASK GROUP INC underwent a change of control involving Cegeka Groep NV for $10.50 per Share (closed 2023-12-12). - Action: change of control - Counterparty: Cegeka Groep NV - Consideration: $10.50 per Share - Closing: 2023-12-12 source text: share, of the Company (the “ Shares ”), other than any Shares held by the Company (or treasury shares), Cegeka, Merger Sub and any other wholly-owned subsidiary of Cegeka, for $10.50 per Share, net to the seller in cash (the “ Offer Price ”), without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm - Material Agreements COMPUTER TASK GROUP INC terminated Loan and Security Agreement with Bank of America, N.A. valued at Terminated upon entry into Termination Agreement and repayment of all amounts outstanding. (effective 2023-12-13). - Action: termination - Agreement: credit facility - Counterparty: Bank of America, N.A. - Value: Terminated upon entry into Termination Agreement and repayment of all amounts outstanding. - Effective: 2023-12-13 source text: On December 13, 2023, the Company and Bank of America, N.A. entered into a termination agreement (the “ Termination Agreement ”) with respect to the Loan and Security Agreement, dated May 19, 2021 (as amended, the “ Amended Loan Agreement ”), by and among the Company, as borrower, Bank of America, N.A., a national banking association, and the lenders under such credit facility. Following the entry into the Termination Agreement and the corresponding repayment of all amounts outstanding under the Amended Loan Agreement, the Amended Loan Agreement was terminated. evidence_url: https://www.sec.gov/Archives/edgar/data/23111/000119312523294477/0001193125-23-294477-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.