INDIANAPOLIS & HAUPPAUGE, N.Y.–(BUSINESS WIRE)–Vienna Parent Corporation, a newly formed special purpose entity formed by Justin Christian, announced today that it has entered into a definitive agreement to acquire TSR, Inc. (NASDAQ: TSRI). Under the terms of the agreement, Vienna Acquisition Corporation, an affiliate and wholly-owned subsidiary of Vienna Parent, 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. The total consideration payable to TSR’s shareholders represents a 73.8% premium to TSR’s closing price on May 14, 2024.
TSR was founded in 1969 and is a well-recognized national provider of information technology staffing solutions. Mr. Christian is the CEO and founder of Bucher and Christian Consulting, Inc., d/b/a BCforward (“BCforward”), one of the largest black-owned professional services and workforce management solutions firms in the United States. Currently, BCforward employs more than 5,000 people globally and serves multi-national clients in the finance, life science, technology, healthcare and government sectors. Vienna Parent and Vienna Sub are affiliates of, and under common control with, BCforward.
“Working with the TSR team is a truly exciting step in the continued growth and expansion of BCforward,” said Justin Christian. “We look forward to partnering with the entire team at TSR to continue this journey together by offering our collective clients new and enhanced capabilities.”
“BCforward is a fantastic cultural fit with the business we have built over the past 54 years,” said Bradley Tirpak, Chairman of the Board of TSR. “BCforward’s ability to provide additional service offerings to our long- standing clients will help expand the overall business for years to come.”
“In the past four years, we have worked tirelessly at transforming TSR into a tech savvy, employee first, best in class staffing firm,” said Thomas Salerno, President and CEO of TSR. “I am extremely excited to join forces with the talented BCforward team and am confident that we have a long runway of growth ahead of us. Justin Christian and his team have cemented BCforward at the top of the industry and TSR’s long-standing clients will receive the benefit of an immediate increase in services and offerings once our teams are operating under a common umbrella.”
Terms of the Agreement
Under the terms of the merger agreement, Vienna Sub will commence a tender offer to acquire all outstanding shares of TSR’s common stock for a purchase price of $13.40 per share in cash. The transaction has been approved by the boards of directors of both companies.
The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions, including the tender of a majority of the outstanding shares of TSR’s common stock. Vienna Parent has obtained a commitment letter from First Merchants Bank for up to $24,000,000 of credit, which together with Vienna Parent’s cash on hand will be used to finance the transaction. The closing of the transaction is not subject to any financing conditions or regulatory approvals. Following the successful closing of the tender offer, Vienna Sub 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.
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 Vienna Parent and Vienna Sub.
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/.
