TSR, Inc. Rejects Offer from Stockholder to Buy All Outstanding Shares
TSR, Inc. (Nasdaq:TSRI), a provider of computer programming consulting services (“TSR” or the “Company”), announced today that
it sent a letter on behalf of the Board of Directors of the Company (the “Board”) to Robert Fitzgerald, president of stockholder
QAR Industries, Inc. (“QAR”), rejecting QAR’s non-binding offer contained in its letter, dated November 14, 2018, to acquire all of
the common stock of the Company not already owned by QAR for $6.25 per share. Based on Amendment No. 2 to QAR’s Schedule 13D, filed
on November 20, 2018, Mr. Fitzgerald and QAR (together, the “QAR Entities”) own a total of 139,869 shares of the Company’s common
stock, par value $.01 per share (“Common Stock”), which represents approximately 7.1% of the Company’s issued and outstanding
Common Stock.
In its letter to QAR, dated November 27, 2018, the Company stated that “after careful consideration of your letter and the
non-binding offer contained therein and in accordance with the unanimous recommendation of the Special Committee of the Board (the
“Special Committee”), after consultation with the Special Committee’s financial advisors and the Special Committee’s and the
Company’s legal advisors, the Board has unanimously rejected your offer to acquire the outstanding common stock of the Company not
owned by the Investors (as defined in your letter) for $6.25 per share. The Board and the Special Committee believe that the
consideration being offered by QAR is inadequate and does not reflect the fair value of the Common Stock of the Company and,
therefore, would not be in the best interests of the Company’s stockholders.” The Company also stated that should QAR “wish to
communicate further with respect to its interest in the Company, it will make the Chairman of the Special Committee and the
financial advisors to the Special Committee available to QAR or its representatives.”
Christopher Hughes, President of the Company, said “The Board of Directors is committed to maximizing value for the benefit of
all stockholders by continuing to focus on the Company’s business while, at the same time, exploring strategic alternatives through
the Special Committee process. The Company remains dedicated to meeting the needs of its customers and business partners.”
Forward-Looking Statements
Certain statements in this press release which are not historical facts may constitute “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as “anticipate,” “believe,” “demonstrate,”
“estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “should,” and “will,” and similar expressions identify
forward-looking statements. Such forward-looking statements are based upon the Company’s current plans, estimates and expectations
and are not a representation that such plans, estimates, or expectations will be achieved. Specifically, forward-looking statements
in this document may include, but are not limited to, the statements regarding the directors’ evaluation of the offer letter.
These and other forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult
to predict and which may cause the actual events to differ materially from the expectations, intentions, beliefs, plans or
predictions of the future expressed or implied by such forward-looking statements. These risks, uncertainties and other factors
include, among others, the factors and matters described in the Company’s filings with the SEC, including, but not limited to, the
Company’s most recent Form 10-K, Forms 10-Q and Forms 8-K, which are available at
www.sec.gov. The forward-looking statements included in this press release are made only as of the date of this press release
and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or
circumstances, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements
that speak only as of the date hereof.
TSR, Inc.
Chris Hughes 631-231-0333
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