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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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TABLE OF CONTENTS
On September 15, 2010, TechTeam Global, Inc. (TechTeam Global) filed a Current
Report on Form 8-K (the Form 8-K), including a copy of a press release issued by TechTeam
Global on September 15, 2010, to report the execution by TechTeam Global of Amendment No. 1 to
Stock Purchase Agreement and Limited Waiver, as described below. The text of each of Item 1.01 of
the Form 8-K and such press release is reproduced below:
Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 1 to Stock Purchase Agreement and Limited Waiver
On September 14, 2010, TechTeam Global, Inc., a Delaware corporation (TechTeam
Global), Jacobs Engineering Group Inc., a Delaware corporation (Jacobs Engineering),
and Jacobs Technology Inc., a Tennessee corporation and a wholly-owned subsidiary of Jacobs
Engineering (Jacobs Technology and together with Jacobs Engineering, Jacobs),
entered into Amendment No. 1 to Stock Purchase Agreement and Limited Waiver (the
Amendment). The Amendment modifies certain terms of the Stock Purchase Agreement (the
Stock Purchase Agreement) among the foregoing parties, dated as of June 3, 2010.
Pursuant to the terms of the Stock Purchase Agreement, as amended by the Amendment (the
Amended Stock Purchase Agreement), and subject to satisfaction or waiver of the conditions
therein, Jacobs Technology would acquire from TechTeam Global its government solutions business
(the Government Solutions Business), which TechTeam Global conducts through TechTeam
Government Solutions, Inc., a Virginia corporation and a wholly-owned subsidiary of TechTeam Global
(TTGSI), and TTGSIs subsidiaries, by the acquisition of 100% of the shares of the
capital stock (the Share Acquisition) of TTGSI. The Share Acquisition and the other
transactions contemplated by the Amended Stock Purchase Agreement are hereinafter collectively
referred to as the Stock Sale.
The Amendment provided, among other things, for a decrease in (i) the net purchase price
payable by Jacobs Technology to TechTeam Global pursuant to the Stock Sale from $59.0 million to
$43.0 million (the Amended Net Purchase Price); and (ii) the amount of the Amended Net
Purchase Price to be placed in escrow accounts at closing from $17.52 million to $11.37 million,
including $8.6 million that will be held in an escrow account to secure TechTeam Globals
indemnification obligations under the Amended Stock Purchase Agreement for certain specified
contingencies.
As a result of the Amendment, the closing of the Stock Sale will occur on the later of October
5, 2010 or the first calendar day following the satisfaction or waiver of all conditions to the
obligations of the parties under the Amended Stock Purchase Agreement, including the approval by
TechTeam Global stockholders of the Stock Sale as required by the Amended Stock Purchase Agreement.
In connection with entering into the Amendment, TechTeam Global delivered to Jacobs a
certificate executed by its duly authorized officer (the Amendment Officers
Certificate). The Amendment Officers Certificate modifies, qualifies and creates exceptions
to Jacobs obligation to consummate the Stock Sale based on the accuracy of TechTeam Globals
representations and warranties as of June 3, 2010 and the date of the Amendment. The Amendment
provides that the Amendment Officers Certificate is null and void if the closing does not occur.
Pursuant to the terms of the Amendment, some of the closing conditions, to which the consummation
of the Stock Sale is subject, were modified to provide an exception for the information set forth
in the Amendment Officers Certificate. The condition to the completion of the Stock Sale related
to the accuracy of
TechTeam Globals representations and warranties was modified to state that, except as set
forth in the Amendment Officers Certificate, TechTeam Globals representations and warranties must
be true and correct in all material respects as of June 3, 2010 and as of the date of the Amendment
(but not as of the closing date), as if made on the date of the Amendment, except to the extent
such representations and warranties relate to a particular date or period (in which case they need
only be true and correct as of such date or for such period). In addition, the obligation of
Jacobs under the Stock Purchase Agreement to complete the Stock Sale is subject to TechTeam Global
making all of its closing deliveries and otherwise performing and complying in all material
respects with all of its other covenants and obligations under the Stock Purchase Agreement;
however, pursuant to the Amendment, this condition was modified to provide exceptions for the
information set forth in the Amendment Officers Certificate and any covenants or obligations of
TechTeam Global under the Amended Stock Purchase Agreement expressly waived by Jacobs in the
Amendment.
The condition to Jacobs obligation to complete the Stock Sale relating to TTGSI not having
entered into certain teaming agreements or similar contracts or government bids was amended to
provide exceptions for agreements, contracts or bids (i) described in the Amendment Officers
Certificate, or (ii) that may be consented to by Jacobs in writing in advance and after the date of
the Amendment.
As of September 14, 2010, and in reliance on and conditioned upon the effectiveness of the
amendments to the Stock Purchase Agreement, TechTeam Global and Jacobs waived the condition to
their respective obligations to complete the Stock Sale that neither TechTeam Global nor Jacobs has
become aware of any organizational conflict of interest, as defined under the Federal Acquisition
Regulations, or similar impact on TTGSI or Jacobs, that would result from the consummation of the
Stock Sale, with respect to one teaming agreement described in the Amendment. In addition, Jacobs
waived the following conditions to its obligation to complete the Stock Sale: (i) the requirement
that TechTeam delivers an assignment of a specific office building lease described in the Amendment
at the closing, which assignment must be delivered within 90 days after the closing; (ii) TechTeam
Global receiving certain specified consents, as described in the Amendment, to the Stock Sale
required to be obtained under the Amended Stock Purchase Agreement; (iii) the absence of any
material adverse effect (as defined in the Amended Stock Purchase Agreement) on the Government
Solutions Business, TechTeam Global or Jacobs; (iv) no proceeding being pending or threatened by or
on behalf of Jacobs or any affiliate of Jacobs, which could reasonably be expected to materially
and adversely affect the Government Solutions Business, TTGSI or Jacobs (including, without
limitation, any such proceeding relating to any alleged violation of, or non-compliance with, any
applicable law or any allegation of fraud or intentional misrepresentation); and (v) the continued
employment by TTGSI of certain of its designated employees. TechTeam Global waived the condition
to its obligation to complete the Stock Sale related to the absence of any material adverse effect
with respect to Jacobs Technology, TechTeam Global or the Government Solutions Business.
As set forth in the Amendment, TechTeam Global or Jacobs may terminate the Amended Stock
Purchase Agreement upon providing written notice if the Stock Sale has not been completed on or
before October 5, 2010 (which was extended from October 1, 2010 as provided in the Stock Purchase
Agreement), unless the failure to complete the Stock Sale by such date is attributable to the
terminating partys failure to perform any material obligation required to be performed by such
party pursuant to the Amended Stock Purchase Agreement at or prior to closing. In addition, the
Amendment provided that the occurrence of certain specified events set forth in the Amendment could
no longer serve as grounds for the termination of the Amended Stock Purchase Agreement. The
termination fee that TechTeam Global must pay to Jacobs (in addition to the obligation to
reimburse Jacobs for up to $750,000 of its reasonable, documented out-of-pocket fees and expenses)
if the Amended Stock Purchase Agreement is terminated under certain circumstances would be reduced
from $2.36 million to $1.72 million, commensurate with the reduction in the net purchase price from
$59.0 million to the Amended Net Purchase Price.
Except as otherwise stated in this Current Report on Form 8-K, there are no material
relationships by and among TechTeam Global or Jacobs, or any affiliate thereof, other than with
respect to the Stock Sale, the Amended Stock Purchase Agreement and the related ancillary
agreements.
The foregoing summary of certain material terms of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of
which is filed with this Current Report on Form 8-K as Exhibit 2.1 and incorporated by
reference herein. The Amendment has been attached to provide investors with information regarding
its terms. It is not intended to provide any other factual information about TechTeam Global or
TTGSI. The Amended Stock Purchase Agreement contains representations and warranties that TechTeam
Global, on the one hand, and Jacobs, on the other hand, made to each other as of specific dates.
Investors are not third-party beneficiaries of the Amended Stock Purchase Agreement, and should not
rely on the representations, warranties and covenants or any descriptions thereof as
characterizations of the actual state of facts or conditions of TechTeam Global or TTGSI, or any of
their subsidiaries or affiliates.
The representations and warranties contained in the Stock Purchase Agreement are qualified by
information in confidential disclosure schedules that TechTeam Global provided to Jacobs in
connection with the signing of the Stock Purchase Agreement. While TechTeam Global does not
believe that the disclosure schedules contain information which has not been previously publicly
disclosed and that the securities laws require to be publicly disclosed, the disclosure schedules
do contain information regarding TechTeam Globals representations and warranties, which
information modifies, qualifies and creates exceptions to the representations and warranties set
forth in the Stock Purchase Agreement. Accordingly, investors should not rely on the
representations and warranties as characterizations of the actual state of facts. These disclosure
schedules contain information that has been included in TechTeam Globals prior public disclosures,
as well as additional non-public information. Moreover, information concerning the subject matter
of the representations and warranties may have changed since the date of the Stock Purchase
Agreement, which subsequent information may or may not be fully reflected in TechTeam Globals
public disclosures. In addition, in connection with the execution of the Amendment, TechTeam
Global provided to Jacobs information in the Amendment Officers Certificate that modifies,
qualifies and creates exceptions to Jacobs obligation to consummate the Stock Sale based on the
accuracy of TechTeam Globals representations and warranties as of June 3, 2010 and the date of the
Amendment.
On June 3, 2010, in order to induce Jacobs to enter into the Stock Purchase Agreement, Costa
Brava Partnership III L.P. and Emancipation Capital, LLC, which beneficially owned in the aggregate
approximately 18.3% of outstanding common stock of TechTeam Global as of that date, entered into
separate voting agreements (each, a Voting Agreement) with Jacobs. On September 14,
2010, each of these stockholders executed a Stockholder Consent to Amendment of Stock Purchase
Agreement (the Stockholder Consent) to consent to the amendments to the Stock Purchase
Agreement effected by the Amendment. Under each Voting Agreement, after taking into account the
Stockholder Consent, each of these stockholders is required to, among other things, vote all shares
of TechTeam Globals common stock held by them for the Stock Sale, including the approval and
adoption of the
Amended Stock Purchase Agreement. Costa Brava Partnership III L.P. is an affiliate of Seth W.
Hamot, a member of the Board of Directors of TechTeam Global. Emancipation Capital, LLC is an
affiliate of Charles Frumberg, a member of the Board of Directors of TechTeam Global. The
description contained in this Item 1.01 of the Stockholder Consent is qualified in its entirety by
reference to the full text of the form of Stockholder Consent, a copy of which is attached hereto
as Exhibit 99.1.
Important Additional Information Filed and to Be Filed With the SEC
TechTeam Global has filed a definitive proxy statement dated July 30, 2010 and other relevant
materials with the Securities and Exchange Commission (the SEC) and expects to file
supplementary proxy materials with the SEC in connection with the proposed Stock Sale. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED STOCK SALE, INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THOSE OTHER RELEVANT MATERIALS
AND THE SUPPLEMENTARY PROXY MATERIALS (WHEN SUCH SUPPLEMENTARY PROXY MATERIALS ARE MADE AVAILABLE)
CAREFULLY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES THERETO.
Investors and security holders may obtain free copies of the definitive proxy statement
(including, when available, such supplementary proxy materials), including all exhibits thereto,
and other documents filed with the SEC by TechTeam Global through the Web site maintained by the
SEC at http://www.sec.gov. The supplementary proxy materials will also be available from the SECs
website free of charge when filed by TechTeam Global. In addition, investors and security holders
will be able to obtain, without charge, a copy of the definitive proxy statement and other
materials and the supplementary proxy materials (when available), at http://www.proxyvote.com or
from TechTeam Global by submitting a written request to TechTeam Global, Inc., Attention: Investor
Relations, 27335 West 11 Mile Road, Southfield, Michigan 48033; or by calling +1 248 357 2866; or
by visiting TechTeam Globals Web site at http://www.techteam.com/investors.
Participants in the Solicitation
TechTeam Global, Jacobs Engineering and their respective directors, executive officers and
employees may be deemed to be participants in the solicitation of proxies with respect to the
proposed Stock Sale and the other matters to be brought at the special meeting of TechTeam Globals
stockholders to which the definitive proxy statement and such other solicitation materials (and as
to be amended by the supplemental proxy materials, when available) relate. Information regarding
the directors and executive officers of TechTeam Global and their ownership of TechTeam Global
shares is contained in TechTeam Globals Annual Report on Form 10-K for the fiscal year ended
December 31, 2009, as filed with the SEC on March 30, 2010 (the 2009 Form 10-K), the
proxy statement for TechTeam Globals 2010 Annual Meeting of Stockholders which was filed with the
SEC on April 30, 2010, and the definitive proxy statement referred to above (and as to be amended
by the supplemental proxy materials, when available), and is supplemented by other public filings
made, and to be made, with the SEC. Information regarding the directors and executive officers of
Jacobs Engineering is contained in the annual report of Jacobs Engineering on Form 10-K for the
year ended October 2, 2009, which was filed with the SEC on November 20, 2009, and its proxy
statement for its 2010 Annual Meeting of Shareholders, which was filed with the SEC on December 17,
2009. TechTeam Global investors and security holders may obtain additional information regarding
the direct and
indirect interests of TechTeam Global and Jacobs Engineering, and their respective directors
and executive officers, with respect to the proposed Stock Sale by reading the definitive proxy
statement (and, when available, the supplemental proxy materials) and other filings referred to
above.
Cautionary Statement Regarding Forward-Looking Statements
The statements contained in this Current Report on Form 8-K that are not purely historical,
including statements regarding TechTeam Globals expectations, hopes, beliefs, intentions, or
strategies regarding the future, are forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange Act). Actual results may differ
materially from those expected because of various known and unknown factors, risks and
uncertainties. Factors, risks and uncertainties that may affect TechTeam Globals ability to
consummate the proposed Stock Sale and TechTeam Globals business, financial condition and
operating results include, but are not limited to: (i) the failure of Jacobs to waive any
remaining conditions to completing the proposed Stock Sale that will not be satisfied prior to
closing; (ii) the failure of TechTeam Global to satisfy certain conditions to completing the
proposed Stock Sale, including the receipt of the required approval of TechTeam Global stockholders
and other third parties; (iii) the occurrence of any event, change or other circumstances that
could result in the proposed Stock Sale not being consummated; (iv) the restrictions and
limitations on the conduct of the Government Solutions Business prior to the consummation of the
proposed Stock Sale; (v) the restrictions on TechTeam Globals ability to solicit or engage in
discussion or negotiations with, or provide information to, a third party regarding alternative
transactions involving TTGSI; (vi) the outcome of any legal proceedings instituted against TechTeam
Global and others in connection with the proposed Stock Sale; (vii) the failure of the proposed
Stock Sale to close for any other reason; (viii) uncertainties as to the timing of the consummation
of the proposed Stock Sale; (ix) uncertainties as to how many TechTeam Global shares will be voted
in favor of the proposal to be brought before the special meeting; (x) changes in the business of
TechTeam Global, TTGSI or Jacobs during the period between the date hereof and the closing of the
Stock Sale that could cause a condition to closing of the proposed Stock Sale not to be satisfied;
(xi) adverse reactions to the proposed Stock Sale by stockholders of TechTeam Global or Jacobs, or
others; (xii) the amount of purchase price adjustments, costs, fees, expenses and charges relating
to the proposed Stock Sale; (xiii) uncertainties related to TechTeam Globals future
indemnification obligations under the Amended Stock Purchase Agreement, including the possibility
of not receiving some or all of the escrowed portion of the Amended Net Purchase Price; (xiv)
TechTeam Globals inability to recognize any of the benefits of the proposed Stock Sale; (xv)
uncertainties related to the proposed strategy of separating the Government Solutions Business from
Tech Team Globals remaining portion of its business (the Commercial Business); (xvi)
other uncertainties related to such proposed strategy, including the possibility that TechTeam
Global will not be able to successfully operate the Commercial Business after the completion of the
proposed Stock Sale on a stand-alone basis; and (xvii) other risks, including but not limited to
the items discussed in documents filed or furnished by TechTeam Global with the SEC, including
matters contained in (A) Item 1A Risk Factors of the 2009 Form 10-K, (B) Part II, Item 1A
Risk Factors of TechTeam Globals Quarterly Report on Form 10-Q for the quarter ended June 30,
2010, as filed with the SEC on August 9, 2010, (C) the sections of the definitive proxy statement
entitled Material Considerations Relating to the Stock Sale Proposal and Cautionary Statements
Concerning Forward-Looking Information, (including any amendment or supplement thereto to be
contained in the supplemental proxy materials, when available) and (D) information contained in
subsequent reports and additional soliciting materials and otherwise in the definitive proxy
statement, as it may be amended or supplemented from time to time. The forward-looking statements
included in
this Current Report on Form 8-K are based on information available to TechTeam Global on the
date hereof, and TechTeam Global assumes no obligation to update any such forward-looking
statements.
TechTeam Global Announces Amendment to Stock Purchase Agreement with Jacobs Engineering Group
SOUTHFIELD, Mich., September 15, 2010...TechTeam Global, Inc. (NASDAQ: TEAM), a worldwide provider
of information technology outsourcing and business process outsourcing services, today announced
that it has entered into an amendment to the original stock purchase agreement dated June 3, 2010
with Jacobs Engineering Group Inc. (NYSE: JEC) with respect to the proposed sale of TechTeam
Globals government solutions subsidiary, TechTeam Government Solutions, Inc. (Government
Solutions) to Jacobs Engineering Group. Pursuant to the amendment, Jacobs Engineering Group has
agreed to acquire Government Solutions for $43 million in cash, subject to certain escrows and
adjustments set forth in the definitive stock purchase agreement, as amended. The original stock
purchase agreement provided for a purchase price of $59 million in cash, subject to certain escrows
and adjustments set forth in the original stock purchase agreement.
As previously announced on August 30, 2010, Jacobs Engineering Group had informed TechTeam Global
that it was unwilling to waive certain conditions to its obligations to consummate the acquisition
of Government Solutions pursuant to the terms set forth in the original stock purchase agreement,
due to, among other things, Jacobs Engineering Groups belief that the Government Solutions
business had declined significantly subsequent to the execution of the original stock purchase
agreement. Jacobs Engineering Group also informed TechTeam Global that it believed that it had the
right to immediately terminate the original stock purchase agreement due to its belief that certain
conditions precedent to its obligations to consummate the transaction could not be satisfied.
In addition to the reduction in the base purchase price, the parties have also agreed to waive
certain conditions precedent to each of their obligations to close the transaction including
conditions relating to the continued employment of Government Solutions employees prior to closing
and the procurement of certain third party consents. Further, the parties have agreed to extend the
date by which the stock purchase agreement may be terminated if the sale has not occurred to
October 5 from October 1. Further details regarding the amendment to the stock purchase agreement
will be provided in filings to be made by TechTeam Global with the U.S. Securities and Exchange
Commission.
The board of directors of TechTeam Global has unanimously approved the amendment to the original
stock purchase agreement with Jacobs Engineering Group, and unanimously recommends that
stockholders of TechTeam Global vote FOR the approval and adoption of the stock purchase
agreement, as amended, and the consummation of the transactions contemplated thereby.
The special meeting of stockholders is currently scheduled to be reconvened on Tuesday, September
28, 2010, at 10:00 a.m. (local time), at The Langham Hotel, 250 Franklin Street, Boston,
Massachusetts 02110. The record date for the special meeting remains July 30, 2010. Because
conditions continue to exist to the obligation of Jacobs Engineering Group to consummate the
acquisition of Government Solutions, no assurances can be made that TechTeam Global will not need
to seek a further adjournment of the special meeting. To the extent that TechTeam Global determines
that a further adjournment is needed in advance of the reconvened special meeting scheduled to be
held on September 28, 2010, a public announcement of such determination will be issued in advance
of the currently scheduled reconvened special meeting.
Stockholders who have questions about the sale of Government Solutions or need assistance in
submitting their proxies or voting their shares should contact The Altman Group, Inc., the firm
assisting TechTeam Global in the solicitation of proxies, at 1200 Wall Street West, Lyndhurst, New
Jersey 07071, or toll-free at +1 877 283 0320. Banks and brokerage firms can call The Altman Group
collect at +1 201 806 7300.
Houlihan Lokey is serving as TechTeam Globals financial advisor and Blank Rome LLP and Wiley Rein
LLP are serving as TechTeam Globals legal advisors in connection with the sale of Government
Solutions.
About TechTeam Global, Inc.
TechTeam Global, Inc. is a leading provider of IT outsourcing and business process outsourcing
services to large and medium businesses, as well as government organizations. The companys 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
nearly 2,500 employees across the world, providing IT support in 32 languages. TechTeams common
stock is traded on the NASDAQ Global Market under the symbol TEAM. For more information, call +1
800 522 4451 or visit www.techteam.com.
About Jacobs Engineering Group Inc.
Jacobs is one of the worlds largest and most diverse providers of technical, professional,
and construction services.
Important Additional Information Filed and to be Filed With The SEC
TechTeam Global has filed a definitive proxy statement dated July 30, 2010 and other relevant
materials with the Securities and Exchange Commission and expects to file supplementary proxy
materials with the SEC in connection with the proposed sale of Government Solutions. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED SALE OF GOVERNMENT SOLUTIONS,
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THOSE OTHER
RELEVANT MATERIALS AND THE SUPPLEMENTARY PROXY MATERIALS (WHEN SUCH SUPPLEMENTARY PROXY MATERIALS
ARE MADE AVAILABLE) CAREFULLY BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and security holders may obtain free copies of the definitive proxy statement (including,
when available, such supplementary proxy materials), including all exhibits thereto, and other
documents filed with the SEC by TechTeam Global through the Web site maintained by the SEC at
http://www.sec.gov. The supplementary proxy materials will also be available from the SECs
website free of charge when filed by TechTeam Global. In addition, investors and security holders
will be able to obtain, without charge, a copy of the definitive proxy statement and other
materials and the supplementary proxy materials (when available), at http://www.proxyvote.com or
from TechTeam
Global by submitting a written request to TechTeam Global, Inc., Attention: Investor Relations,
27335 West 11 Mile Road, Southfield, Michigan 48033; or by calling +1 248 357 2866; or by visiting
TechTeam Globals Web site at http://www.techteam.com/investors.
Participants in the Solicitation
TechTeam Global, Jacobs Engineering Group and their respective directors, executive officers
and employees may be deemed to be participants in the solicitation of proxies with respect to the
proposed stock sale and the other matters to be brought at the special meeting of TechTeam Globals
stockholders to which the definitive proxy statement and such other solicitation materials (and as
to be amended by the supplemental proxy materials, when available) relate. Information regarding
the directors and executive officers of TechTeam Global and their ownership of TechTeam Global
shares is contained in TechTeam Globals Annual Report on Form 10-K for the fiscal year ended
December 31, 2009 (the 2009 Form 10-K), the proxy statement for TechTeam Globals 2010 Annual
Meeting of Stockholders which was filed with the SEC on April 30, 2010, and the definitive proxy
statement referred to above (and as to be amended by the supplemental proxy materials, when
available), and is supplemented by other public filings made, and to be made, with the SEC.
Information regarding the directors and executive officers of Jacobs Engineering Group Inc. is
contained in the annual report of Jacobs Engineering Group on Form 10-K for the year ended October
2, 2009, which was filed with the SEC on November 20, 2009, and its proxy statement for its 2010
Annual Meeting of Shareholders, which was filed with the SEC on December 17, 2009. TechTeam Global
investors and security holders may obtain additional information regarding the direct and indirect
interests of TechTeam Global, Inc. and Jacobs Engineering Group, and their respective directors and
executive officers, with respect to the proposed stock sale by reading the definitive proxy
statement (and, when available, the supplemental proxy materials) and other filings referred to
above.
Cautionary Statement Regarding Forward-Looking Statements
The statements contained in this press release that are not purely historical, including statements
regarding TechTeam Globals expectations, hopes, beliefs, intentions, or strategies regarding the
future, are forward-looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual
results may differ materially from those expected because of various known and unknown factors,
risks and uncertainties. Factors, risks and uncertainties that may affect TechTeam Globals ability
to consummate the proposed stock sale and TechTeam Globals business, financial condition and
operating results include, but are not limited to: (i) the failure of Jacobs Engineering Group to
waive any remaining conditions to completing the proposed stock sale that will not be satisfied
prior to closing, including with respect to the receipt of any necessary consents; (ii) the failure
of TechTeam Global to satisfy certain conditions to completing the proposed stock sale, including
the receipt of the required approval of TechTeam Globals stockholders and other third parties;
(iii) the occurrence of any event, change or other circumstances that could result in the proposed
stock sale not being consummated; (iv) the restrictions and limitations on the conduct of the
Government Solutions business prior to the consummation of the proposed stock sale; (v) the
restrictions on TechTeam Globals ability to solicit or engage in discussion or negotiations with,
or provide information to, a third party regarding alternative transactions involving Government
Solutions; (vi) the outcome of any legal proceedings instituted against us and others in connection
with the proposed stock sale; (vii) the failure of the proposed stock sale to close for any other
reason; (viii) uncertainties as to the timing of the consummation of the proposed stock sale; (ix)
uncertainties as to how many TechTeam Global shares will be voted in favor of the proposals to be
brought before the special meeting; (x) changes in the business of TechTeam Global, Government
Solutions or Jacobs Engineering Group or Jacobs
Technology during the period between the date hereof and the closing of the stock sale that could
cause a condition to closing of the proposed stock sale not to be satisfied; (xi) adverse reactions
to the proposed stock sale by stockholders of TechTeam Global or Jacobs, or others; (xii) the
amount of purchase price adjustments, costs, fees, expenses and charges relating to the proposed
stock sale; (xiii) uncertainties related to TechTeam Globals future indemnification obligations
under the stock purchase agreement, including the possibility of not receiving some or all of the
escrowed portion of the purchase price; (xiv) TechTeam Globals inability to recognize any of the
benefits of the proposed transaction; (xv) uncertainties related to the proposed strategy of
separating the Government Solutions business from Tech Team Globals Commercial business; (xvi)
other uncertainties related to such proposed strategy, including the possibility that TechTeam
Global will not be able to successfully operate the remaining portion of its business after the
completion of the proposed stock sale on a stand-alone basis; and (xvii) other risks, including but
not limited to the items discussed in documents filed or furnished by TechTeam Global with the SEC,
including matters contained in (A) Item 1A Risk Factors of the 2009 Form 10-K, (B) Part II,
Item 1A Risk Factors of TechTeam Globals Quarterly Report on Form 10-Q for the quarter ended
June 30, 2010, (C) the sections of the definitive proxy statement entitled Material Considerations
Relating to the Stock Sale Proposal and Cautionary Statements Concerning Forward-Looking
Information (including any amendment or supplement thereto to be contained in the supplemental
proxy materials, when available), and (D) information contained in subsequent reports and
additional soliciting materials and otherwise in the definitive proxy statement, as it may be
amended or supplemented from time to time. The forward-looking statements included in this press
release are based on information available to the Company on the date hereof, and the Company
assumes no obligation to update any such forward-looking statements.
###
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Contacts: |
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TechTeam Global, Inc.
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TechTeam Global, Inc. |
Margaret M. Loebl
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Chris Donohue |
VP, Chief Financial Officer and Treasurer
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VP, Strategy & Marketing |
+1 248 357 2866
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+1 248 357 2866 |
investors@techteam.com
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cdonohue@techteam.com |