Justin Christian, CEO of BCforward, and Vienna Parent Corporation Complete Tender Offer for Outstanding Shares of TSR, Inc.

Rhea-AI Summary

Vienna Parent , led by Justin Christian, announced the successful completion of its cash tender offer to acquire all outstanding shares of TSR for $13.40 per share. The tender offer expired on June 27, 2024, resulting in 1,946,960 shares being validly tendered, representing about 89.7% of TSR's voting power. These shares have been accepted for payment, and the second-step merger is expected to finalize today, converting remaining TSR shares to cash at the same rate. Post-merger, TSR will become privately held and delist from NASDAQ.

Positive

• Successful acquisition of 89.7% of TSR's shares at $13.40 per share.
• TSR will become a privately held company.

Negative

• TSR's stock will cease trading on NASDAQ.

Insights

Financial Analyst

The acquisition of TSR, Inc. by Vienna Parent Corporation marks a significant transition for stakeholders. The purchase price of $13.40 per share indicates a 11% premium over TSR's previous closing price. This suggests strong confidence from the acquiring entity in TSR's underlying value and future prospects. For existing shareholders, the tender offer provides an immediate exit at a favorable price, which can be particularly appealing if they view TSR’s stock as having limited growth potential.

In the broader context, turning public companies private can often result in streamlined operations and reduced regulatory scrutiny. However, it might also mean reduced transparency for stakeholders accustomed to public disclosures. For retail investors, it’s essential to weigh the benefits of the immediate cash payout versus the potential long-term growth TSR might have realized if it remained public.

In summary, this move benefits stakeholders looking for a quick return on investment, but it also ends public market participation in TSR’s future growth, potentially limiting long-term gains.

Legal Expert

The completion of this tender offer and subsequent merger is a textbook example of a private acquisition. Legal considerations were thoroughly managed by Ice Miller LLP for the acquirer and Shulman Rogers for TSR, ensuring compliance with all pertinent regulations. An important point for investors is the mention of Chessiecap Securities providing a fairness opinion, which underscores the transaction's adherence to fiduciary responsibilities and fairness to shareholders.

For retail investors, it’s important to understand that while the purchase price per share is fixed at $13.40, there are tax implications to consider. The mention of potential withholding taxes means that the net amount received could differ based on tax jurisdictions and individual tax statuses.

Overall, the legal and financial structuring appears robust, minimizing risks of post-transaction disputes. Investors should feel confident in the due diligence performed.

INDIANAPOLIS & HAUPPAUGE, N.Y.--(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

Source: TSR, Inc.

FAQ

What was the tender offer price for TSR shares?

The tender offer price for TSR shares was $13.40 per share.

When did the tender offer for TSR shares expire?

The tender offer for TSR shares expired on June 27, 2024.

How many TSR shares were tendered in the offer?

1,946,960 TSR shares were tendered, representing about 89.7% of the voting power.

What happens to TSR shares after the merger?

After the merger, remaining TSR shares will be converted to $13.40 per share in cash, and TSR will be delisted from NASDAQ.

Who represented Vienna Parent in the transaction?

Vienna Parent was represented by Ice Miller LLP.

Who was TSR's financial advisor in this transaction?

TSR's financial advisor was Focus Investment Banking.