Justin Christian, CEO of BCforward, and Vienna Parent Corporation Complete Tender Offer for Outstanding Shares of TSR, Inc.
June 28 2024 - 7:57AM
Business Wire
Vienna Parent Corporation, a newly formed special purpose entity
(“Vienna Parent”) formed by Justin Christian, announced today that
its wholly owned subsidiary, Vienna Acquisition Corporation (the
“Purchaser”), has successfully completed its cash tender offer to
purchase all of the outstanding shares of common stock of TSR, Inc.
(“TSR”) (NASDAQ: TSRI) at a price of $13.40 per share, net to the
seller in cash, without interest but subject to any required
withholding taxes.
The tender offer expired at one minute past 11:59 p.m. (Eastern
time) on June 27, 2024. As of the final expiration of the tender
offer, 1,946,960 shares had been validly tendered and not validly
withdrawn from the tender offer, representing approximately 89.7%
of the aggregate voting power of TSR’s outstanding shares of common
stock. All such shares have been accepted for payment in accordance
with the terms of the tender offer, and the Purchaser expects to
promptly pay for such shares.
As a result of its acceptance of the TSR shares tendered in the
tender offer, the Purchaser has acquired a sufficient number of TSR
shares to consummate the second-step merger in which any remaining
shares of TSR common stock will be converted into the right to
receive an amount in cash equal to $13.40 per share, which is equal
to the per share price paid in the tender offer, without interest
and less any required withholding taxes. The parties expect to
consummate the merger today. Upon completion of the merger, TSR
will become a privately held company controlled by Vienna Parent
and Mr. Christian, and TSR’s common stock will cease trading on the
NASDAQ Capital Market.
Vienna Parent and Mr. Christian were represented in the
transaction by their legal counsel, Ice Miller LLP. TSR was
represented in the transaction by its financial advisor, Focus
Investment Banking, and its legal counsel, Shulman Rogers. In
connection with the transaction, Chessiecap Securities, Inc.
provided a fairness opinion to the Board of Directors of TSR.
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
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, Purchaser and Justin Christian
(collectively, the “Vienna Filing Persons”) and TSR filed with the
United States Securities and Exchange Commission (the “SEC”). The
solicitation and offer to buy outstanding shares of TSR was only
made pursuant to the tender offer materials that the Vienna Filing
Persons filed with the SEC. The tender offer materials are
available 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, 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, forward-looking statements
include statements about Purchaser’s expectations regarding payment
for the shares purchased in the offer and the anticipated timing of
the closing of the merger.
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 filed by TSR with the SEC and the
Schedule TO and related tender offer documents filed by the Vienna
Filing Persons with the SEC. 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240628698906/en/
Vienna Parent and TSR Contact: Bryan Smith
Bryan.smith@bcforward.com (317) 493-2000
Media: Bryan Smith Bryan.smith@bcforward.com (317)
493-2000
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