Vienna Parent Corporation, led by Justin Christian, unveils its acquisition agreement with TSR, Inc., a prominent provider of information technology staffing solutions, signaling a strategic move to broaden service capabilities and foster growth.
- Acquisition Agreement Overview:
- Vienna Parent’s definitive agreement to acquire TSR for $29 million, representing a premium of 73.8% to TSR’s closing price.
- Commencement of a tender offer by Vienna Sub to purchase all outstanding shares of TSR.
- Background and Leadership:
- Overview of TSR, founded in 1969, and its reputation as a national provider of IT staffing solutions.
- Justin Christian’s role as CEO and founder of BCforward, a leading workforce management solutions firm.
- Strategic Rationale:
- Justin Christian’s vision for synergies between BCforward and TSR, aiming to enhance client offerings and drive growth.
- Bradley Tirpak’s endorsement of BCforward’s cultural alignment with TSR and potential for expanded service offerings.
- Leadership Perspectives:
- Thomas Salerno’s perspective on the transformation of TSR into a tech-savvy, employee-centric staffing firm.
- Confidence in future growth prospects through collaboration with BCforward.
- Terms of the Agreement:
- Details of the merger agreement, including the tender offer price of $13.40 per share in cash.
- Approval by the boards of directors of both companies and expected timeline for closing in the third quarter of 2024.
- Financing and Regulatory Aspects:
- Commitment from First Merchants Bank for financing up to $24 million, supplemented by Vienna Parent’s cash reserves.
- Absence of financing conditions or regulatory approvals for the transaction.
- Advisory and Legal Representation:
- FOCUS Investment Banking and Shulman Rogers serving as financial and legal advisors to TSR, respectively.
- Chessiecap Securities, Inc. providing a fairness opinion to TSR’s Board of Directors.
- Ice Miller LLP acting as legal counsel to Vienna Parent and Vienna Sub.
The acquisition agreement between Vienna Parent Corporation and TSR, Inc. represents a strategic milestone in the evolution of both companies, poised to unlock synergies and propel growth in the information technology staffing solutions sector.
