COMPUTER TASK GROUP INC

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Can I change my mind after I have tendered shares in the tender offer? Yes. You may withdraw any shares you have tendered at any...

expiry = 2018-04-16...to Purchase for Cash Up to 1,530,990 Shares of its Common Stock At a Purchase Price Not Less Than $8.05 and Not More Than $9.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON APRIL 16, 2018, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Computer Task Group, Incorporated, a New York corporation (“CTG,” the “Company,” “we,” “us,” or “our”), hereby offers to purchase for cash up to 1,530,990 shares of its issued and outstand...

expiry = 2018-04-16...G), a leading provider of information technology (IT) solutions and services in North America and Western Europe, today announced the final results of its modified “Dutch Auction” tender offer, which expired at midnight, Eastern Daylight time, at the end of the day on Monday, April 16, 2018. Based on the final count by the depositary for the tender offer, CTG accepted for payment an aggregate of 1,530,990 shares at a purchase price of $8.85 per share. Because the number of shares tendered at or below the $8.85 purchase price...

listed = True...ock subject to applicable legal and regulatory requirements. See Section 1. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. Our shares are listed and traded on the Nasdaq Stock Market (“Nasdaq”) under the trading symbol “CTG.” On February 14, 2018, the last trading day prior to the announcement by the Company of its intention to make the tender offer, the last reported sale price of the shares on the Nasdaq was $5.24 per share. You are urged to obtain current market quotations for the shares. See Section 8. Neither the Securit...

mechanism = DUTCH...u will find a more complete discussion. Who is offering to purchase my shares? We (Computer Task Group, Incorporated) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting an offer by means of a modified “Dutch auction.” We are offering to purchase up to 1,530,990 shares, upon the terms and subject to the conditions of the tender offer, at a Purchase Price (to be determined as provided herein) of not less than $8.05 and not more than $9.00 per share, less any applicable withholding taxes and without interest, for each share we purchase pursuant to the...

mechanism = DUTCHEX-99.A.5.E 2 d485618dex99a5e.htm EXHIBIT (A)(5)(E) Exhibit (a)(5)(E) Exhibit (a)(5)(E) Computer Task Group, Incorporated Announces Final Results of its Modified “Dutch Auction” Tender Offer Company Will Acquire 1,530,990 Shares at $8.85 Per Share BUFFALO, N.Y., April 20, 2018 – Computer Task Group, Incorporated (NASDAQ: CTG), a leading provider of information technology (IT) solutions and services in North America and Western Europe, today announced the final results of its modified “Dutch Auction” tender offe...

must_tender_all = True...fer have been satisfied or waived and more than 1,530,990 shares have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all shareholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other shareholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the expiration of...

no_priority = True...HOLDERS (AS DEFINED IN SECTION 13) MAY BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX AT A RATE OF 30% ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an oversubscription of the tender offer, shares tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the U.S. federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum...

price = USD 8.05-9.0...) Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) COMPUTER TASK GROUP, INCORPORATED Offer to Purchase for Cash Up to 1,530,990 Shares of its Common Stock At a Purchase Price Not Less Than $8.05 and Not More Than $9.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON APRIL 16, 2018, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Computer Ta...

price = USD 8.05-9.0...r to Purchase dated March 16, 2018, and the related Letter of Transmittal, in which the Company offered to purchase up to 1,530,990 shares of its common stock at a price per share not less than $8.05 and not greater than $9.00, which documents were filed with the Securities and Exchange Commission on March 16, 2018. CTG may purchase additional shares in the future in the open market subject to market conditions as well as through private tran...

priority_conflicting = True...w the Purchase Price and not properly withdrawn. If the conditions to the tender offer have been satisfied or waived and more than 1,530,990 shares have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all shareholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other shareholders who properly tender shares at or below the Purchase Price and do not...

threshold = 100...erly withdrawn. If the conditions to the tender offer have been satisfied or waived and more than 1,530,990 shares have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all shareholders of “odd lots” (persons who own fewer than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other shareholders who properly tender shares at or below the Purchase Price and do not properl...

txn_type = TENDER_OFFEREX-99.A.1.A 2 d523854dex99a1a.htm EXHIBIT (A)(1)(A) Exhibit (a)(1)(A) Table of Contents Exhibit (a)(1)(A) COMPUTER TASK GROUP, INCORPORATED Offer to Purchase for Cash Up to 1,530,990 Shares of its Common Stock At a Purchase Price Not Less Than $8.05 and Not More Than $9.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON APRIL 16, 2018, UNLESS THE TENDER OFFER IS EXTENDED OR WITHDRAWN. Computer Task G...

txn_type = TENDER_OFFER...ation factor, after giving effect to the priority for “odd lots,” was approximately 89.9% percent. The depositary will promptly pay for all the shares accepted for purchase and will return all other shares tendered. The tender offer was made pursuant to CTG’s Offer to Purchase dated March 16, 2018, and the related Letter of Transmittal, in which the Company offered to purchase up to 1,530,990 shares of its common stock at a price per share not less than $8.05 and not greater than $9.00, which documents were filed with the Securities and Exchange Commission on March 16, 2018. CTG may purchase additional shares...