IT Staffing Report: Dec. 6, 2018

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IT staffing provider TSR rejects shareholder’s buyout offer

IT staffing provider TSR Inc. (NASD: TSRI) last week rejected a nonbinding buyout offer from shareholder QAR Industries Inc.

QAR sent TSR a letter in November offering to purchase the company for $6.25 per share in cash for all outstanding common stock of the company it does not already own. QAR and its president, Robert Fitzgerald, together own approximately 7.1% of TSR’s stock.

TSR’s board is currently reviewing strategic alternatives, which include a possible sale of the company. It postponed its annual meeting of stockholders, originally scheduled for Nov. 28, as it confronts both a proxy battle and two lawsuits. TSR in August adopted a stockholder rights agreement, sometimes referred to as a “poison pill,” to thwart a potential hostile takeover.

In its letter to QAR, dated Nov. 27, TSR stated that its board unanimously rejected the offer after “careful consideration” and with the unanimous recommendation of the special committee and the company’s legal advisors.

“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 letter stated.