TTI Telecom Shareholders Approve Proposed Merger
July 22 2010 - 6:20AM
TTI Team Telecom International Ltd. (Nasdaq:TTIL), a global
supplier of Operations Support Systems (OSS) to communications
service providers, announced today that at its Extraordinary
General Meetings of (1) the holders of its ordinary shares, (2) the
holders of its preferred shares, and (3) all holders of ordinary
and preferred shares, voting as one class (the "General Meeting"),
each held on July 22, 2010, the TTI Telecom shareholders voted to
adopt and approve the Agreement and Plan of Merger, dated as of
June 8, 2010 (the "Merger Agreement"), by and among TEOCO
Corporation, a Delaware corporation ("Parent"), TEOCO Israel Ltd.,
an Israeli company and a wholly owned subsidiary of Parent ("Merger
Sub"), and TTI Telecom, the merger of Merger Sub with and into TTI
Telecom (with TTI Telecom continuing as the surviving company) (the
"Merger") and the other transactions contemplated by the Merger
Agreement.
Approximately (1) 48.8% of the outstanding ordinary
shares of TTI Telecom, (2) 100% of the outstanding preferred shares
of TTI Telecom, and (3) 55.8% of the outstanding ordinary and
preferred shares of TTI Telecom, on the record date were cast in
favor of adoption of the Merger Agreement and the transactions
contemplated thereby. The votes cast in favor of the transaction in
the General Meeting constituted 99.9% of the aggregate shares
voted.
Upon the closing of the Merger, which is expected to
occur at the end of August 2010, TTI Telecom will become a private
company and the outstanding ordinary shares and preferred shares of
TTI Telecom will be automatically converted into the right to
receive a payment in cash, without interest and less any applicable
withholding tax, equal to $3.00, which amount may be increased or
decreased at the closing of the Merger Agreement to the extent that
TTI Telecom's cash balance immediately prior to the closing is
above or below the respective agreed upon amounts, and will be
decreased to the extent TTI Telecom's transaction expenses are
above an agreed upon amount. However, these adjustments may not
result in the purchase price per share being lower than $2.90,
without interest.
The consummation of the Merger is subject to a 30-day
statutory waiting period following shareholder approval and the
satisfaction of certain other conditions set forth in the Merger
Agreement.
About TTI Telecom
TTI Team Telecom International Ltd. is a leading
provider of next generation Operations Support Systems (OSS) to
communications service providers worldwide. TTI Telecom's Netrac
portfolio delivers an automated, proactive and customer-centric
approach to service assurance and network management. Anchored
by market-leading service assurance solutions -- Fault
Management (FaM) and Performance Management (PMM) -- that give
customers an end-to-end view of their network, TTI's Netrac enables
service providers to reduce operating costs, enhance profitability
and launch new, revenue-generating services more rapidly. Netrac is
compatible with multiple technologies and industry standards, and
is uniquely positioned to bridge legacy, next-generation,
convergent, and IMS Networks. TTI Telecom's customer base consists
of tier-one and tier-two service providers globally, including
large incumbents in the Americas, Europe and Asia-Pacific.
Additional Information and Where to Find
It
In connection with the proposed Merger, TTI Telecom
has delivered a proxy statement to its shareholders and has
submitted a copy thereof to the Securities and Exchange Commission
("SEC") on a report on Form 6-K on June 22, 2010. The proxy
statement and other documents may be obtained for free from TTI
Telecom's Web site at www.tti-telecom.com/investor-relations or by
directing such request to TTI Telecom Investor Relations below.
Forward-Looking Statements
Certain statements in this press release, including
but not limited to those relating to the proposed Merger,
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of TTI Telecom to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Statements
preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "projects,"
"estimates," "plans," "may increase," "may fluctuate" and similar
expressions or future or conditional verbs such as "will,"
"should," "would," "may" and "could" are generally forward-looking
in nature and not historical facts. For example, when we discuss
the expected timing of the closing of the Merger, we are using a
forward-looking statement. Any statements that refer to
expectations or other characterizations of future events,
circumstances or results are forward-looking statements. Various
factors that could cause actual results to differ materially from
those expressed in such forward-looking statements include but are
not limited to risks associated with uncertainty as to whether the
merger transaction will be completed; the potential adjustments to
the purchase price per share; the occurrence of any event, change
or other circumstances that could give rise to the termination of
the Merger Agreement; costs and potential litigation associated
with the merger transaction; the failure of either party to meet
the closing conditions set forth in the Merger Agreement; risks
that the proposed Merger disrupts current plans and operations and
the potential difficulties in employee retention as a result of the
proposed transaction; the distraction of management and TTI Telecom
resulting from the proposed transaction; and the other risk factors
discussed from time to time by TTI Telecom in reports filed or
furnished with the SEC.
In light of these risks, uncertainties, assumptions
and factors, the forward-looking events discussed in this press
release may not occur. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date stated, or if no date is stated, as of the date of this
press release. Except for TTI Telecom's ongoing obligations to
disclose material information under the federal securities laws,
TTI Telecom undertakes no obligation to release any revisions to
any forward-looking statements, to report events or to report the
occurrence of unanticipated events unless required by law.
CONTACT: TTI Team Telecom International Ltd.
Investor Relations Contact:
Rebecca (Rivi) Aspler, Investor Relations Director
+972-3-926-9093
Mobile: +972-54-777-9093
Fax: +972-3-926-9574
rebecca.aspler@tti-telecom.com
Tti Team Telecom International Ltd. (MM) (NASDAQ:TTIL)
Historical Stock Chart
From May 2024 to Jun 2024
Tti Team Telecom International Ltd. (MM) (NASDAQ:TTIL)
Historical Stock Chart
From Jun 2023 to Jun 2024