TSR, Inc. Rejects Offer from Stockholder to Buy All Outstanding Shares

HAUPPAUGE, N.Y.–(BUSINESS WIRE)–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.

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