TSR, Inc. Shareholders to Receive Total Cash
Consideration of $13.40 per share
Vienna Parent Corporation, a newly formed special purpose entity
(“Vienna Parent”) formed by Justin Christian, announced today that
it has entered into a definitive agreement to acquire TSR, Inc.
(“TSR”) (NASDAQ: TSRI). Under the terms of the agreement, Vienna
Acquisition Corporation, an affiliate and wholly-owned subsidiary
of Vienna Parent (“Vienna Sub”), will commence a tender offer to
purchase all of the outstanding shares of TSR for $13.40 per share,
representing an equity value of approximately $29 million. The
total consideration payable to TSR’s shareholders represents a
73.8% premium to TSR’s closing price on May 14, 2024.
TSR was founded in 1969 and is a well-recognized national
provider of information technology staffing solutions. Mr.
Christian is the CEO and founder of Bucher and Christian
Consulting, Inc., d/b/a BCforward (“BCforward”), one of the largest
black-owned professional services and workforce management
solutions firms in the United States. Currently, BCforward employs
more than 5,000 people globally and serves multi-national clients
in the finance, life science, technology, healthcare and government
sectors. Vienna Parent and Vienna Sub are affiliates of, and under
common control with, BCforward.
“Working with the TSR team is a truly exciting step in the
continued growth and expansion of BCforward,” said Justin
Christian. “We look forward to partnering with the entire team at
TSR to continue this journey together by offering our collective
clients new and enhanced capabilities.”
“BCforward is a fantastic cultural fit with the business we have
built over the past 54 years,” said Bradley Tirpak, Chairman of the
Board of TSR. “BCforward’s ability to provide additional service
offerings to our long- standing clients will help expand the
overall business for years to come.”
“In the past four years, we have worked tirelessly at
transforming TSR into a tech savvy, employee first, best in class
staffing firm,” said Thomas Salerno, President and CEO of TSR. “I
am extremely excited to join forces with the talented BCforward
team and am confident that we have a long runway of growth ahead of
us. Justin Christian and his team have cemented BCforward at the
top of the industry and TSR’s long-standing clients will receive
the benefit of an immediate increase in services and offerings once
our teams are operating under a common umbrella.”
Terms of the Agreement
Under the terms of the merger agreement, Vienna Sub will
commence a tender offer to acquire all outstanding shares of TSR’s
common stock for a purchase price of $13.40 per share in cash. The
transaction has been approved by the boards of directors of both
companies.
The transaction is expected to close in the third quarter of
2024, subject to customary closing conditions, including the tender
of a majority of the outstanding shares of TSR’s common stock.
Vienna Parent has obtained a commitment letter from First Merchants
Bank for up to $24,000,000 of credit, which together with Vienna
Parent’s cash on hand will be used to finance the transaction. The
closing of the transaction is not subject to any financing
conditions or regulatory approvals. Following the successful
closing of the tender offer, Vienna Sub will acquire any remaining
shares of TSR that are not tendered in the tender offer through a
second-step merger at the same consideration per share paid in the
tender offer.
For TSR, FOCUS Investment Banking is acting as the exclusive
financial advisor and Shulman Rogers is acting as legal counsel. In
connection with the transaction, Chessiecap Securities, Inc.
provided a fairness opinion to the Board of Directors of TSR. Ice
Miller LLP is acting as legal counsel to Vienna Parent and Vienna
Sub.
About TSR, Inc.
Founded in 1969, TSR, Inc. is a leading staffing company focused
on recruiting information technology professionals for short- and
long-term assignments, permanent placements, and project work. For
over 50 years, TSR has successfully served clients in banking,
asset management, pharmaceuticals, insurance, health care, public
utility, publishing, and other industries. TSR provides candidate
screening, timely placement, and a real understanding of the right
skill sets required by our clients. To learn more, please visit
TSR’s website at www.tsrconsulting.com.
About Vienna Parent Corporation
Vienna Parent Corporation is a special purpose entity formed by
Justin Christian for the purpose of acquiring TSR, Inc. Justin
Christian founded BCforward, a global IT consulting and workforce
fulfilment firm, more than 25 years ago and has grown it from a
team of two to one of the largest Black-owned businesses in the
United States. BCforward proudly offers Professional Services and
Workforce Management solutions and serves multi-national clients in
the finance, life science, technology, healthcare, and government
sectors. From the start, Justin and BCforward have championed the
power of human potential to help companies transform, accelerate,
and scale. For more information, please visit
https://www.BCforward.com/.
Additional Information and Where to Find It; Participants in
the Solicitation
The tender offer described in this communication has not yet
commenced. This communication is for informational purposes only
and is neither an offer to purchase nor a solicitation of an offer
to sell any securities, nor is it a substitute for the tender offer
materials that Vienna Parent Corporation and Vienna Acquisition
Corporation (collectively, the “Vienna Filings Persons”) will file
with the United States Securities and Exchange Commission (the
“SEC”) upon commencement of the tender offer. A solicitation and
offer to buy outstanding shares of TSR, Inc. (the “Company”) will
only be made pursuant to the tender offer materials that the Vienna
Filing Persons intend to file with the SEC. BCforward itself is not
a party to the Merger Agreement, nor is it involved in any part of
the tender offer. At the time the tender offer is commenced, the
Vienna Filing Persons will file tender offer materials on Schedule
TO, and TSR will file a Solicitation/Recommendation Statement on
Schedule 14D-9 with the SEC with respect to the tender offer. THE
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
INVESTORS AND STOCKHOLDERS OF TSR ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES OF COMMON STOCK IN THE TENDER OFFER. The tender offer
materials (including the Offer to Purchase and the related Letter
of Transmittal), as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of TSR at no
expense to them on the SEC’s website at www.sec.gov and (once they
become available) will be mailed to the stockholders of TSR free of
charge. Free copies of these materials and certain other offering
documents will be made available by TSR by mail to TSR, Inc., 400
Oser Avenue, Suite 150, Hauppauge, NY 11788, Attention: Investor
Relations, by email at info@tsrconsulting.com, or by directing
requests for such materials to the information agent for the tender
offer, which will be named in the tender offer materials. In
addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as
the Solicitation/Recommendation Statement, TSR files annual,
quarterly, and current reports, proxy statements and other
information with the SEC. You may read any reports, statements or
other information filed by the Vienna Filing Persons and TSR with
the SEC for free on the SEC’s website at www.sec.gov.
Forward-Looking Statements
This communication contains forward-looking statements related
to TSR, the Vienna Filing Persons, BCforward, and the proposed
transaction that involve substantial risks and uncertainties.
Forward-looking statements include any statements containing the
words “anticipate,” “believe,” “estimate,” “expect,” “intend”,
“goal,” “may”, “might,” “plan,” “predict,” “project,” “seek,”
“target,” “potential,” “will,” “would,” “could,” “should,”
“continue” and similar expressions. All statements other than
statements of historical fact are statements that could be deemed
forward-looking statements. In this communication, TSR’s
forward-looking statements include statements about the parties’
ability to satisfy the conditions to the consummation of the tender
offer and the other conditions to the consummation of the proposed
transaction; statements about the expected timetable for completing
the proposed transaction; TSR’s plans, objectives, expectations and
intentions; the financial condition, results of operations and
business of TSR and the Vienna Filing Persons and BCforward; and
the anticipated timing of the closing of the proposed
transaction.
Forward-looking statements are subject to certain risks,
uncertainties or other factors that are difficult to predict and
could cause actual events or results to differ materially from
those indicated in any such statements due to a number of risks and
uncertainties. Those risks and uncertainties that could cause the
actual results to differ from expectations contemplated by
forward-looking statements include, among other things:
uncertainties as to the timing of the tender offer and the merger;
uncertainties as to how many of TSR’s stockholders will tender
their shares in the tender offer; the possibility that the Vienna
Filing Persons will not be able to obtain the financing necessary
to fund the transaction; the possibility that competing offers will
be made; the possibility that various closing conditions for the
proposed transaction may not be satisfied or waived; the effects of
the proposed transaction on relationships with employees, other
business partners or governmental entities; the impact of
competitive services and pricing; other business effects, including
the effects of industry, economic or political conditions outside
of the companies’ control; transaction costs; actual or contingent
liabilities; and other risks listed under the heading “Risk
Factors” in TSR’s periodic reports filed with the U.S. Securities
and Exchange Commission, including current reports on Form 8-K,
quarterly reports on Form 10-Q, annual reports on Form 10-K, as
well as the Schedule 14D-9 to be filed by TSR and the Schedule TO
and related tender offer documents to be filed by the Vienna Filing
Persons. You should not place undue reliance on these statements.
All forward-looking statements are based on information currently
available to TSR and the Vienna Filing Persons, and TSR and the
Vienna Filing Persons disclaim any obligation to update the
information contained in this communication as new information
becomes available.
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version on businesswire.com: https://www.businesswire.com/news/home/20240515530127/en/
Thomas Salerno 631-231-0333
TSR (NASDAQ:TSRI)
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