UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14D-9
(Rule
14d-101)
Solicitation/Recommendation
Statement
Under
Section 14(d)(4) of the Securities Exchange Act of 1934
TSR,
Inc.
(Name
of Subject Company)
TSR,
Inc.
(Name
of Persons Filing Statement)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
872885207
(CUSIP
Number of Class of Securities)
Thomas
Salerno
Chief
Executive Officer
400
Oser Avenue, Suite 150
Hauppauge,
NY 11788
(631)
231-0333
(Name, address, and telephone numbers of person
authorized to receive notices and communications
on behalf of the persons filing statement)
With copies
to:
Lawrence R. Bard, Esq.
Scott D. Museles, Esq.
Shulman Rogers,
P.A.
12505 Park Potomac Ave, Suite 600
Potomac, MD 20854
(301) 230-5200
☒ Check the box if the filing relates solely to preliminary communications made before the commencement
of a tender offer.
This Schedule 14D-9 filing relates solely to preliminary
communications made before the commencement of a planned tender offer (the “Offer”) by Vienna Acquisition Corporation,
a Delaware corporation (“Merger Sub”), and a direct or indirect wholly owned subsidiary of Vienna Parent Corporation,
an Indiana corporation (“Parent”), for all of the outstanding shares of common stock, par value $0.01 per share of
TSR, Inc. (the “Company”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of May 15, 2024,
by and among the Company, Parent and Merger Sub. If successful, the Offer will be followed by a merger of Merger Sub with and into the
Company (the “Merger”).
This Schedule 14D-9 filing consists of the following documents
relating to the proposed Offer and Merger:
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, 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.
2
Exhibit
99.1
TSR,
Inc. to be Acquired by Founder of BCforward
TSR,
Inc. Shareholders to Receive Total Cash Consideration of $13.40 per share
May 15, 2024 05:32
PM Eastern Daylight Time
INDIANAPOLIS &
HAUPPAUGE, N.Y.--(BUSINESS WIRE)--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.
Contacts
Thomas
Salerno
631-231-0333
3
Exhibit 99.2
As we mentioned in the town hall, TSR has entered into an agreement
to be acquired by a newly-formed entity owned by Justin Christian, founder and CEO of BCforward. The acquired companies include
TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. Here’s the link to the press release that went out announcing
the transaction.
https://www.businesswire.com/news/home/20240515530127/en/TSR-Inc.-to-be-Acquired-by-Founder-of-BCforward
Thomas C. Salerno
Chief Executive Officer
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, 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.
Exhibit 99.3
As you will read in the press release below, TSR has entered into an
agreement to be acquired by a newly-formed entity owned by Justin Christian, founder and CEO of BCforward. The acquired companies
include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. Here’s the link to the press release that went
out announcing the transaction.
https://www.businesswire.com/news/home/20240515530127/en/TSR-Inc.-to-be-Acquired-by-Founder-of-BCforward
Thomas C. Salerno
Chief Executive Officer
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, 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.
Exhibit 99.4
Hi <firstName>
As you will read in the press release below, TSR has entered into an
agreement to be acquired by a newly-formed entity owned by Justin Christian, founder and CEO of BCforward, one of the leading professional
services and workforce management solutions firms in the United States.
The acquired companies include TSR and its subsidiaries, Geneva Consulting
Group and LOGIXtech Solutions. Here’s the link to the press release that went out announcing the transaction.
https://www.businesswire.com/news/home/20240515530127/en/TSR-Inc.-to-be-Acquired-by-Founder-of-BCforward
Thomas C. Salerno
Chief Executive Officer
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, 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.
Exhibit 99.5
Exciting day for all of us at TSR!
TSR has entered into an agreement to be acquired by a newly-formed entity owned by Justin Christian, founder and CEO of BCforward. The
acquired companies include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. Here’s the press release that
went out announcing the transaction.
https://lnkd.in/eAdwtCkp
Exhibit 99.6
INSTRUCTIONS FOR EMPLOYEES WHO RECEIVE INQUIRIES
If you get any email inquiries about the announcement
on May 15, you should reply with the following email text and link to the press release. Do not make any additional statements
or answer any questions.
Thank you for your email. I have included the link to the press
release with information about the announcement.
https://www.businesswire.com/news/home/20240515530127/en/TSR-Inc.-to-be-Acquired-by-Founder-of-BCforward
If you get any phone inquiries about the announcement
on May 15, ask for the person’s email address and let him or her know you will be sending them an email with a link to the press
release. Use the text above. Do not make any additional statements or answer any questions.
If you get any media inquiries about the event on May
15, do not reply. You should forward that email to Marc Linden at TSR, tsrlinden@tsrconsulting.com and he will determine the most appropriate
way to respond.
If you get any additional questions after you have sent the press
release link, do not reply. You should forward that email to Marc Linden at TSR, tsrlinden@tsrconsulting.com and he will determine the
most appropriate way to respond.
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, 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.
3
Exhibit 99.7
Acquisition of TSR, Inc.
An exciting day for TSR • A few minutes ago, we announced that TSR has entered into an agreement to be acquired by a newly - formed entity owned by Justin Christian, founder and CEO of BC forward . • The acquired companies include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. • BC forward was founded more than 25 years ago by Justin and is headquartered in Indianapolis, IN • One of the largest black - owned professional services and workforce management solutions firms in the United States. • Serves multi - national clients in the finance, life science, technology, healthcare and government sectors • The transaction is expected to close in Q3
An exciting opportunity for TSR and BC forward • Similar types of customers with very little overlap • Significant opportunity to offer TSR clients additional enhanced services • Plan is to operate as free - standing companies and no planned changes for the management teams or employees in the near future • Post close will look for opportunities to apply best practices from each company
Communication plan • Press release went out on the wire after 5:30 EST today • Email will go to all TSR and BCF employees and consultants with the press release immediately after this meeting • Email will go to all TSR clients with the press release • Press release will be sent to various media outlets • Posts will be made on the TSR and BCF web sites and LinkedIn pages
Communication plan guidelines • You may not communicate anything about the acquisition before the press release is issued and then only the information that is in the press release or email communication. • No director, officer or employee or any of their immediate family members may purchase or sell, or offer to purchase or sell, any securities of TSR, while in possession of material nonpublic information about TSR. Further, no such person who knows of any material nonpublic information about TSR may communicate that information to any other person, including family members and friends, or otherwise disclose such information.
Any questions from the outside • We will send you a sheet with a link to the press release and directions how you should respond if you receive any inquiries. • It is important that you communicate exactly as explained on that sheet.
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 an d 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 (collectivel y, 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. (t he “Company”) will only be made pursuant to the tender offer materials that the Vienna Filing Persons intend to file with the SEC. BC forward 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 offe r 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 wit h 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/RECOMMEN DAT ION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF TSR ARE U RGE D TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WI LL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARE S O F 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 c ertain 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 oth er 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, BC forward, 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,” “pl an,” “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 deem ed 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 co nditions 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 condit ion , results of operations and business of TSR, the Vienna Filing Persons and BC forward ; 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 expe cta tions 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 cl osing 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 competi tiv e 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 lis ted 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 forwar d - l ooking 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 com mun ication as new information becomes available.
Acquisition of TSR, Inc.
Exhibit 99.8
An exciting day for TSR, Inc. and our clients
An even better future • On Wednesday the 15th, we announced that TSR has entered into an agreement to be acquired by a newly - formed entity owned by Justin Christian, founder and CEO of BC forward . • The acquired companies include TSR and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions. • BC forward was founded more than 25 years ago by Justin and is headquartered in Indianapolis, IN • One of the largest black - owned professional services and workforce management solutions firms in the United States. • Serves multi - national clients in the finance, life science, technology, healthcare and government sectors • The transaction is expected to close in Q3
What this means for you • Plan is to operate as free - standing companies • No planned changes for your account team or our management team • Post close we see significant opportunity to offer you additional enhanced services • Post close will also look for opportunities to apply best practices from each company
Communication to date and going forward • Press release went out on the wire after 5:30 EST Wednesday the 15th • All employees and consultants were also informed at that time. • Posted on the TSR and BCF web sites and LinkedIn pages • Business as usual. • Keep you informed as move closer to close
An exciting day for TSR, Inc. and our clients
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 an d 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 (collectivel y, 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. (t he “Company”) will only be made pursuant to the tender offer materials that the Vienna Filing Persons intend to file with the SEC. BC forward 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 offe r 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 wit h 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/RECOMMEN DAT ION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF TSR ARE U RGE D TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WI LL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARE S O F 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 c ertain 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 oth er 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, BC forward, 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,” “pl an,” “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 deem ed 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 co nditions 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 condit ion , results of operations and business of TSR, the Vienna Filing Persons and BC forward ; 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 expe cta tions 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 cl osing 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 competi tiv e 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 lis ted 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 forwar d - l ooking 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 com mun ication as new information becomes available.
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