TSR Inc. to be acquired by Vienna Parent Corp for $13.40/share in cash via tender offer

TSR INC

Offer price $13.40 per share in cash; tender offer expected to commence within 10 business days.
Supporting stockholders owning ~45.55% of shares (Fitzgerald, QAR, Zeff Capital) agree to tender their shares.
Termination fee of $1.25M payable by TSR; reverse termination fee of $6M payable by Parent if financing fails by Aug 15, 2024.
Parent obtained $24M debt commitment from First Merchants Bank to help fund the transaction.
New employment agreements for CEO Salerno ($395k base) and Director Syed ($325k base) effective upon merger close.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

TSR INC entered into Agreement and Plan of Merger with Vienna Parent Corporation, Vienna Acquisition Corporation valued at Cash tender offer at $13.40 per share for all outstanding common stock of TSR, Inc.; aggregate princ (effective 2024-05-15).

Action: entry
Agreement: merger
Counterparty: Vienna Parent Corporation, Vienna Acquisition Corporation
Value: Cash tender offer at $13.40 per share for all outstanding common stock of TSR, Inc.; aggregate princ
Effective: 2024-05-15

Exact text from the filing

On May 15, 2024, Vienna Parent Corporation, an Indiana corporation (“ Parent ”), Vienna Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“ Merger Sub ”), and TSR, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”).

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Source: SEC EDGAR

accession 0001213900-24-044777

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