Justin Christian entered into a definitive agreement to acquire TSR, Inc. for $29.1 million.
May 14, 2024
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Justin Christian entered into a definitive agreement to acquire TSR, Inc. (NasdaqCM:TSRI) for $29.1 million on May 15, 2024. Under the terms of the agreement, Justin Christian 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. Justin Christian has obtained a commitment letter from First Merchants Bank for up to $24 million of credit, which together with cash on hand will be used to finance the transaction. The transaction is subject to customary closing conditions, including the tender of a majority of the outstanding shares of TSR?s common stock. The closing of the transaction is not subject to any financing conditions or regulatory approvals. Following the successful closing of the tender offer, Justin Christian 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. The transaction has been approved by the boards of directors of TSR. The transaction is expected to close in the third quarter of 2024.
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 Justin Christian.
TSR, Inc. is a staffing company, which is focused on recruiting Information Technology (IT) professionals for short- and long-term assignments, permanent placements, project work and providing contract computer programming services to its customers. The Company provides its customers with technical computer personnel to supplement their in-house IT capabilities. Its contract computer programming services involve the provision of technical staff to customers to meet the specialized requirements of their IT operations. The Company has staffing capabilities in the areas of application development in .net and java, mobile applications for Android and IOS platforms, project management, IT security specialists, cloud development and architecture, business analysts, UI design and development, network infrastructure and support and database development and administration. The Company also provides contract administrative (non-IT) workers to support IT customers.