UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
TSR,
INC.
(Name
of Subject Company (issuer))
VIENNA
ACQUISITION CORPORATION
(Offeror)
a
wholly-owned subsidiary of
VIENNA
PARENT CORPORATION
(Parent
of Offeror)
(Names
of Filing Persons (identifying status as offeror, issuer or other person))
Common
stock, $0.01 par value per share
(Title
of Class of Securities)
872885207
(CUSIP
Number of Class of Securities)
Justin
Christian
President
Vienna
Parent Corporation
9777
N. College Avenue
Indianapolis,
Indiana 46280
Telephone:
(317) 493-2000
(Name,
address, and telephone numbers of person authorized to receive notices and communications on behalf of filing
persons)
Copy
to:
Stephen
J. Hackman
Pierce
H. Han
Ice
Miller LLP
One
American Square, Suite 2900
Indianapolis,
Indiana 46282
Telephone:
(317) 236-2289
| ☒ |
Check the box if the filing
relates solely to preliminary communications made before the commencement of a tender offer. |
Check
the appropriate boxes below to designate any transactions to which the statement relates:
| ☒ | Third-party
tender offer subject to Rule 14d-1. |
| ☐ | Going-private
transaction subject to Rule 13e-3. |
| ☐ | Issuer
tender offer subject to Rule 13e-4. |
| ☐ | Amendment
to Schedule 13D under Rule 13d-2. |
Check
the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer). |
| ☐ |
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer). |
This
Tender Offer Statement on Schedule TO relates solely to preliminary communications made before the commencement of a planned tender offer
by Vienna Acquisition Corporation, a Delaware corporation (“Purchaser”), and wholly-owned subsidiary of Vienna Parent Corporation,
a Delaware corporation (“Parent”), for all of the outstanding shares of common stock of TSR, Inc., a Delaware corporation
(the “Company”), pursuant to the Agreement and Plan of Merger, dated as of May 15, 2024 (the “Merger Agreement”),
among Parent, Purchaser and the Company.
In
connection with the proposed acquisition of the Company, Parent will cause Purchaser to commence a tender offer for all of the outstanding
shares of common stock of the Company. The tender offer for the outstanding shares of the Company described in this filing has not yet
commenced. This filing is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell
any securities, nor is it a substitute for the tender offer materials that Parent and Purchaser (collectively, the “Vienna Filings
Persons”) will file with the United States Securities and Exchange Commission (the “SEC”) upon commencement of the
tender offer. A solicitation and offer to buy outstanding shares of the Company will only be made pursuant to the tender offer materials
that the Vienna Filing Persons intend to file with the SEC. Bucher and Christian Consulting, Inc., d/b/a BCforward (“BCforward”)
itself is not a party to the Merger Agreement, nor is it involved in any part of the tender offer. At the time the tender offer is commenced,
the Vienna Filing Persons will file tender offer materials on Schedule TO, and the Company will file a Solicitation/Recommendation Statement
on Schedule 14D-9 with the SEC with respect to the tender offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER
OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY
WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT INVESTORS AND STOCKHOLDERS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON
STOCK IN THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well
as the Solicitation/Recommendation Statement, will be made available to all stockholders of the Company at no expense to them on the
SEC’s website at www.sec.gov and (once they become available) will be mailed to the stockholders of the Company free of
charge. Free copies of these materials and certain other offering documents will be made available by the Company by mail to TSR, Inc.,
400 Oser Avenue, Suite 150, Hauppauge, NY 11788, Attention: Investor
Relations, by email at info@tsrconsulting.com or by directing requests for such materials to the information agent for the tender offer,
which will be named in the tender offer materials. In addition to the Offer to Purchase, the related Letter of Transmittal and certain
other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files annual, quarterly, and current
reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by the
Vienna Filing Persons and TSR with the SEC for free on the SEC’s website at www.sec.gov.
Cautionary
Statement Regarding Forward-Looking Statements
This
filing contains forward-looking statements related to the Company, the Vienna Filing Persons, BCforward, and the proposed transaction
that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,”
“believe,” “estimate,” “expect,” “intend”, “goal,” “may”, “might,”
“plan,” “predict,” “project,” “seek,” “target,” “potential,”
“will,” “would,” “could,” “should,” “continue” and similar expressions. All
statements other than statements of historical fact are statements that could be deemed forward-looking statements. In this communication,
the forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the
tender offer and the other conditions to the consummation of the proposed transaction; statements about the expected timetable for completing
the proposed transaction; the Vienna Filing Persons’ plans, objectives, expectations and intentions; the financial condition, results
of operations and business of the Company and the Vienna Filing Persons and BCforward; and the anticipated timing of the closing
of the proposed transaction.
Forward-looking
statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or
results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and
uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among
other things: uncertainties as to the timing of the tender offer and the merger; uncertainties as to how many of the Company’s
stockholders will tender their shares in the tender offer; the possibility that the Vienna Filing Persons will not be able to obtain
the financing necessary to fund the transaction; the possibility that competing offers will be made; the possibility that various closing
conditions for the proposed transaction may not be satisfied or waived; the effects of the proposed transaction on relationships with
employees, other business partners or governmental entities; the impact of competitive services and pricing; other business effects,
including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual
or contingent liabilities. You should not place undue reliance on these statements. All forward-looking statements are based on information
currently available to the Vienna Filing Persons, and the Vienna Filing Persons disclaim any obligation to update the information contained
in this communication as new information becomes available.
Item 12.
Exhibits
| Exhibit
No. |
|
Description |
| Exhibit 99.1 |
|
Joint Press Release, dated May 15, 2024 |
| Exhibit
99.2 |
|
Social Media Content, dated May 15, 2024 |
| Exhibit
99.3 |
|
Website Content, dated May 15, 2024 |
| Exhibit
99.4 |
|
BCforward
Employee Presentation, dated May 15, 2024 |
| Exhibit
99.5 |
|
Form
of Email to BCforward Employees, dated May 15, 2024 |
| Exhibit
99.6 |
|
Form
of Email to BCforward Consultants, dated May 15, 2024 |
| Exhibit
99.7 |
|
Statement
to BCforward Employees Regarding Inquiries, dated May 15, 2024 |
2
Exhibit 99.1
TSR,
Inc. to be Acquired by Founder of BCforward
TSR,
Inc. Shareholders to Receive Total Cash Consideration of $13.40 per share
INDIANAPOLIS,
IN & HAUPPAUGE, NY---Vienna Parent Corporation, a newly formed special purpose entity (“Vienna
Parent”) formed by Justin Christian, announced today that it has entered into a definitive agreement to acquire TSR, Inc. (“TSR”)
(NASDAQ: TSRI). Under the terms of the agreement, Vienna Acquisition Corporation, an affiliate and wholly-owned subsidiary of Vienna
Parent (“Vienna Sub”), 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/.
Additional
Information and Where to Find It; Participants in the Solicitation
The
tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that
Vienna Parent Corporation and Vienna Acquisition Corporation (collectively, the “Vienna Filings Persons”) will file with
the United States Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. A solicitation and
offer to buy outstanding shares of TSR, Inc. (the “Company”) will only be made pursuant to the tender offer materials that
the Vienna Filing Persons intend to file with the SEC. BCforward itself is not a party to the Merger Agreement, nor is it involved
in any part of the tender offer. At the time the tender offer is commenced, the Vienna Filing Persons will file tender offer materials
on Schedule TO, and TSR will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS
AND STOCKHOLDERS OF TSR ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. The tender offer materials (including the Offer to
Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all
stockholders of TSR at no expense to them on the SEC’s website at www.sec.gov and (once they become available) will be mailed to
the stockholders of TSR free of charge. Free copies of these materials and certain other offering documents will be made available by
TSR by mail to TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788,
Attention: Investor Relations, by email at info@tsrconsulting.com, or by directing requests for such materials to the information agent
for the tender offer, which will be named in the tender offer materials. In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, TSR files annual, quarterly,
and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed
by the Vienna Filing Persons and TSR with the SEC for free on the SEC’s website at www.sec.gov.
Forward-Looking
Statements
This
communication contains forward-looking statements related to TSR, the Vienna Filing Persons, BCforward, and the proposed transaction
that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,”
“believe,” “estimate,” “expect,” “intend”, “goal,” “may”, “might,”
“plan,” “predict,” “project,” “seek,” “target,” “potential,”
“will,” “would,” “could,” “should,” “continue” and similar expressions. All
statements other than statements of historical fact are statements that could be deemed forward-looking statements. In this communication,
TSR’s forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation
of the tender offer and the other conditions to the consummation of the proposed transaction; statements about the expected timetable
for completing the proposed transaction; TSR’s plans, objectives, expectations and intentions; the financial condition, results
of operations and business of TSR, the Vienna Filing Persons and BCforward; and the anticipated timing of the closing of the proposed
transaction.
Forward-looking
statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or
results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and
uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among
other things: uncertainties as to the timing of the tender offer and the merger; uncertainties as to how many of TSR’s stockholders
will tender their shares in the tender offer; the possibility that the Vienna Filing Persons will not be able to obtain the financing
necessary to fund the transaction; the possibility that competing offers will be made; the possibility that various closing conditions
for the proposed transaction may not be satisfied or waived; the effects of the proposed transaction on relationships with employees,
other business partners or governmental entities; the impact of competitive services and pricing; other business effects, including the
effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent
liabilities; and other risks listed under the heading “Risk Factors” in TSR’s periodic reports filed with the U.S.
Securities and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K,
as well as the Schedule 14D-9 to be filed by TSR and the Schedule TO and related tender offer documents to be filed by the Vienna Filing
Persons. You should not place undue reliance on these statements. All forward-looking statements are based on information currently available
to TSR and the Vienna Filing Persons, and TSR and the Vienna Filing Persons disclaim any obligation to update the information contained
in this communication as new information becomes available.
3
Exhibit 99.2
Social Media Content
BCforward
LinkedIn
Additional Information and Where to Find
It; Participants in the Solicitation
The tender offer described in this communication
has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of
an offer to sell any securities, nor is it a substitute for the tender offer materials that Vienna Parent Corporation and Vienna Acquisition
Corporation (collectively, the “Vienna Filings Persons”) will file with the United States Securities and Exchange Commission
(the “SEC”) upon commencement of the tender offer. A solicitation and offer to buy outstanding shares of TSR, Inc. (the “Company”)
will only be made pursuant to the tender offer materials that the Vienna Filing Persons intend to file with the SEC. BCforward
itself is not a party to the Merger Agreement, nor is it involved in any part of the tender offer. At the time the tender offer
is commenced, the Vienna Filing Persons will file tender offer materials on Schedule TO, and TSR will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF TSR ARE URGED TO READ THESE DOCUMENTS CAREFULLY
WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN
THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of TSR at no expense to them on the SEC’s website at www.sec.gov and (once
they become available) will be mailed to the stockholders of TSR free of charge. Free copies of these materials and certain other offering
documents will be made available by TSR by mail to TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788,
Attention: Investor Relations, by email at info@tsrconsulting.com, or by directing requests for such materials to the information agent
for the tender offer, which will be named in the tender offer materials. In addition to the Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, TSR files annual, quarterly,
and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed
by the Vienna Filing Persons and TSR with the SEC for free on the SEC’s website at www.sec.gov.
Forward-Looking Statements
This communication contains forward-looking statements
related to TSR, the Vienna Filing Persons, BCforward and the proposed transaction that involve substantial risks and uncertainties.
Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,”
“expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,”
“project,” “seek,” “target,” “potential,” “will,” “would,” “could,”
“should,” “continue” and similar expressions. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements. In this communication, the forward-looking statements include statements about the parties’
ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the proposed
transaction; statements about the expected timetable for completing the proposed transaction; the Vienna Filing Persons’ plans,
objectives, expectations and intentions; the financial condition, results of operations and business of TSR and the Vienna Filing Persons
and BCforward; and the anticipated timing of the closing of the proposed transaction.
Forward-looking statements are subject to certain
risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from
those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the
actual results to differ from expectations contemplated by forward-looking statements include, among other things: uncertainties as to
the timing of the tender offer and the merger; uncertainties as to how many of TSR’s stockholders will tender their shares in the
tender offer; the possibility that the Vienna Filing Persons will not be able to obtain the financing necessary to fund the transaction;
the possibility that competing offers will be made; the possibility that various closing conditions for the proposed transaction may not
be satisfied or waived; the effects of the proposed transaction on relationships with employees, other business partners or governmental
entities; the impact of competitive services and pricing; other business effects, including the effects of industry, economic or political
conditions outside of the companies’ control; transaction costs; actual or contingent liabilities. You should not place undue reliance
on these statements. All forward-looking statements are based on information currently available to the Vienna Filing Persons, and the
Vienna Filing Persons disclaim any obligation to update the information contained in this communication as new information becomes available.
Exhibit
99.3
Website
copy for BCF
BCF
Headline:
An exciting announcement
Justin
Christian, our founder and CEO, has entered into an agreement to acquire TSR, Inc and its subsidiaries, Geneva Consulting Group and LOGIXtech
Solutions through a newly-formed entity. Founded in 1969, TSR, Inc. is a well-recognized national provider of information technology
staffing solutions. Here’s the press release that went out announcing the transaction.
TSR,
Inc. to be Acquired by Founder of BCforward
TSR,
Inc. Shareholders to Receive Total Cash Consideration of $13.40 per share
May
15, 2024 05:32 PM Eastern Daylight Time
INDIANAPOLIS
& HAUPPAUGE, N.Y.--(BUSINESS WIRE)--Vienna Parent Corporation, a newly formed special purpose entity (“Vienna Parent”)
formed by Justin Christian, announced today that it has entered into a definitive agreement to acquire TSR, Inc. (“TSR”)
(NASDAQ: TSRI). Under the terms of the agreement, Vienna Acquisition Corporation, an affiliate and wholly-owned subsidiary of Vienna
Parent (“Vienna Sub”), 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.
“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.”
| |
| 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/.
Additional
Information and Where to Find It; Participants in the Solicitation
The
tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that
Vienna Parent Corporation and Vienna Acquisition Corporation (collectively, the “Vienna Filings Persons”) will file with
the United States Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. A solicitation and
offer to buy outstanding shares of TSR, Inc. (the “Company”) will only be made pursuant to the tender offer materials that
the Vienna Filing Persons intend to file with the SEC. BCforward itself is not a party to the Merger Agreement, nor is it
involved in any part of the tender offer. At the time the tender offer is commenced, the Vienna Filing Persons will file tender offer
materials on Schedule TO, and TSR will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the
tender offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
INVESTORS AND STOCKHOLDERS OF TSR ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED
OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. The tender offer materials (including
the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available
to all stockholders of TSR at no expense to them on the SEC’s website at www.sec.gov and (once they become available)
will be mailed to the stockholders of TSR free of charge. Free copies of these materials and certain other offering documents will be
made available by TSR by mail to TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788, Attention: Investor Relations, by email
at info@tsrconsulting.com, or by directing requests for such materials to the information agent for the tender offer, which will
be named in the tender offer materials. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender
offer documents, as well as the Solicitation/Recommendation Statement, TSR files annual, quarterly, and current reports, proxy statements
and other information with the SEC. You may read any reports, statements or other information filed by the Vienna Filing Persons and
TSR with the SEC for free on the SEC’s website at www.sec.gov.
Forward-Looking
Statements
This
communication contains forward-looking statements related to TSR, the Vienna Filing Persons, BCforward, and the proposed
transaction that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words
“anticipate,” “believe,” “estimate,” “expect,” “intend”, “goal,”
“may”, “might,” “plan,” “predict,” “project,” “seek,” “target,”
“potential,” “will,” “would,” “could,” “should,” “continue” and
similar expressions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements.
In this communication, TSR’s forward-looking statements include statements about the parties’ ability to satisfy the conditions
to the consummation of the tender offer and the other conditions to the consummation of the proposed transaction; statements about the
expected timetable for completing the proposed transaction; TSR’s plans, objectives, expectations and intentions; the financial
condition, results of operations and business of TSR and the Vienna Filing Persons and BCforward; and the anticipated timing of
the closing of the proposed transaction.
Forward-looking
statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or
results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and
uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among
other things: uncertainties as to the timing of the tender offer and the merger; uncertainties as to how many of TSR’s stockholders
will tender their shares in the tender offer; the possibility that the Vienna Filing Persons will not be able to obtain the financing
necessary to fund the transaction; the possibility that competing offers will be made; the possibility that various closing conditions
for the proposed transaction may not be satisfied or waived; the effects of the proposed transaction on relationships with employees,
other business partners or governmental entities; the impact of competitive services and pricing; other business effects, including the
effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent
liabilities; and other risks listed under the heading “Risk Factors” in TSR’s periodic reports filed with the U.S.
Securities and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K,
as well as the Schedule 14D-9 to be filed by TSR and the Schedule TO and related tender offer documents to be filed by the Vienna Filing
Persons. You should not place undue reliance on these statements. All forward-looking statements are based on information currently available
to TSR and the Vienna Filing Persons, and TSR and the Vienna Filing Persons disclaim any obligation to update the information contained
in this communication as new information becomes available.
Contacts
Thomas
Salerno
631-231-0333
https://www.businesswire.com/news/home/20240515530127/en/TSR-Inc.-to-be-Acquired-by-Founder-of-BCforward
Additional
Information and Where to Find It; Participants in the Solicitation
The
tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither
an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that
Vienna Parent Corporation and Vienna Acquisition Corporation (collectively, the “Vienna Filings Persons”) will file with
the United States Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. A solicitation and
offer to buy outstanding shares of TSR, Inc. (the “Company”) will only be made pursuant to the tender offer materials that
the Vienna Filing Persons intend to file with the SEC. BCforward itself is not a party to the Merger Agreement, nor is it involved
in any part of the tender offer. At the time the tender offer is commenced, the Vienna Filing Persons will file tender offer materials
on Schedule TO, and TSR will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer.
THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS
AND STOCKHOLDERS OF TSR ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED
FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER BEFORE MAKING
ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. The tender offer materials (including the Offer to
Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all
stockholders of TSR at no expense to them on the SEC’s website at www.sec.gov and (once they become available) will be mailed to
the stockholders of TSR free of charge. Free copies of these materials and certain other offering documents will be made available by
TSR by mail to TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788,
Attention: Investor Relations, by email at info@tsrconsulting.com, or by directing requests for such materials to the information agent
for the tender offer, which will be named in the tender offer materials. In addition to the Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, TSR files annual, quarterly,
and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed
by the Vienna Filing Persons and TSR with the SEC for free on the SEC’s website at www.sec.gov.
Forward-Looking
Statements
This
communication contains forward-looking statements related to TSR, the Vienna Filing Persons, BCforward and the proposed transaction
that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,”
“believe,” “estimate,” “expect,” “intend”, “goal,” “may”, “might,”
“plan,” “predict,” “project,” “seek,” “target,” “potential,”
“will,” “would,” “could,” “should,” “continue” and similar expressions. All
statements other than statements of historical fact are statements that could be deemed forward-looking statements. In this communication,
the forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the
tender offer and the other conditions to the consummation of the proposed transaction; statements about the expected timetable for completing
the proposed transaction; the Vienna Filing Persons’ plans, objectives, expectations and intentions; the financial condition,
results of operations and business of TSR and the Vienna Filing Persons and BCforward; and the anticipated timing of the closing
of the proposed transaction.
Forward-looking
statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or
results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and
uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among
other things: uncertainties as to the timing of the tender offer and the merger; uncertainties as to how many of TSR’s stockholders
will tender their shares in the tender offer; the possibility that the Vienna Filing Persons will not be able to obtain the financing
necessary to fund the transaction; the possibility that competing offers will be made; the possibility that various closing conditions
for the proposed transaction may not be satisfied or waived; the effects of the proposed transaction on relationships with employees,
other business partners or governmental entities; the impact of competitive services and pricing; other business effects, including the
effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent
liabilities. You should not place undue reliance on these statements. All forward-looking statements are based on information currently
available to the Vienna Filing Persons, and the Vienna Filing Persons disclaim any obligation to update the information contained in
this communication as new information becomes available.
4
Exhibit
99.4
Acquisition of TSR, Inc.
An exciting day for BC forward Copyright © 2024 BC forward – Confidential & Proprietary. 2 • Just a few minutes ago, we announced that Justin Christian, our founder and CEO, has entered into an agreement to acquire TSR, Inc and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions through a newly - formed entity. • Founded in 1969 and headquartered in Hauppauge, NY • Publicly traded on the NASDAQ • Well - recognized national provider of information technology staffing solutions • Serves an array of Fortune 500 clients • The transaction is expected to close in Q3
An exciting opportunity for TSR and BC Forward Copyright © 2024 BC forward – Confidential & Proprietary. 3 • Similar types of customers with very little overlap • Significant opportunity to offer TSR clients additional enhanced services • Plan is to operate as free - standing companies and no planned changes for the management teams or employees in the near future • Post close will look for opportunities to apply best practices from each company
Communication plan Copyright © 2024 BC forward – Confidential & Proprietary. 4 • Press release went out on the wire after 5:30 pm EST • Email will go to all TSR and BCF employees and consultants with the press release immediately after this meeting • Email will go to all TSR clients with the press release • Press release will be sent to various media outlets • Posts will be made on the TSR and BCF web sites and LinkedIn pages
Communication plan guidelines Copyright © 2024 BC forward – Confidential & Proprietary. 5 • You may not communicate anything about the acquisition before the press release is issued and then only the information that is in the press release or email communication. • No director, officer or employee or any of their immediate family members may purchase or sell, or offer to purchase or sell, any securities of TSR, while in possession of material nonpublic information about TSR. Further, no such person who knows of any material nonpublic information about TSR may communicate that information to any other person, including family members and friends, or otherwise disclose such information.
Any questions from the outside Copyright © 2024 BC forward – Confidential & Proprietary. 6 • We will send you a sheet with a link to the press release and directions how you should respond if you receive any inquiries. • It is important that you communicate exactly as explained on that sheet.
Additional Information and Where to Find It; Participants in the Solicitation The tender offer described in this communication has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any securities, nor is it a substitute for the tender offer materials that Vienna Parent Corporation and Vienna Acquisition Corporation (collectively, the “Vienna Filings Persons”) will file with the United States Securities and Exchange Commission (the “SEC”) upon commencement of the tender offer. A solicitation and offer to buy outstanding shares of TSR, Inc. (the “Company”) will only be made pursuant to the tender offer materials that the Vienna Filing Persons intend to file with the SEC. BC forward itself is not a party to the Merger Agreement, nor is it involved in any part of the tender offer. At the time the tender offer is commenced, the Vienna Filing Persons will file tender offer materials on Schedule TO, and TSR will file a Solicitation/Recommendation Statement on Schedule 14D - 9 with the SEC with respect to the tender offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF TSR ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation Statement, will be made available to all stockholders of TSR at no expense to them on the SEC’s website at www.sec.gov and (once they become available) will be mailed to the stockholders of TSR free of charge. Free copies of these materials and certain other offering documents will be made available by TSR by mail to TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788 , Attention: Investor Relations, by email at info@tsrconsulting.com , or by directing requests for such materials to the information agent for the tender offer, which will be named in the tender offer materials. In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, TSR files annual, quarterly, and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed by the Vienna Filing Persons and TSR with the SEC for free on the SEC’s website at www.sec.gov . For w a rd - Looking Sta te m e nts This communication contains forward - looking statements related to TSR, the Vienna Filing Persons, BCforward and the proposed transaction that involve substantial risks and uncertainties. Forward - looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions. All statements other than statements of historical fact are statements that could be deemed forward - looking statements. In this communication, the forward - looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the proposed transaction; statements about the expected timetable for completing the proposed transaction; the Vienna Filing Persons’ plans, objectives, expectations and intentions; the financial condition, results of operations and business of TSR and the Vienna Filing Persons and BC forward ; and the anticipated timing of the closing of the proposed transaction. Forward - looking statements are subject to certain risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward - looking statements include, among other things: uncertainties as to the timing of the tender offer and the merger; uncertainties as to how many of TSR’s stockholders will tender their shares in the tender offer; the possibility that the Vienna Filing Persons will not be able to obtain the financing necessary to fund the transaction; the possibility that competing offers will be made; the possibility that various closing conditions for the proposed transaction may not be satisfied or waived; the effects of the proposed transaction on relationships with employees, other business partners or governmental entities; the impact of competitive services and pricing; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; transaction costs; actual or contingent liabilities. You should not place undue reliance on these statements. All forward - looking statements are based on information currently available to the Vienna Filing Persons, and the Vienna Filing Persons disclaim any obligation to update the information contained in this communication as new information becomes available. Copyright © 2024 BC forward – Confidential & Proprietary. 7
Acquisition of TSR, Inc.
Exhibit 99.5
Emails to BCF employees
BCF employees
Subject line: Another exciting day for BCForward
As we mentioned in the town hall, Justin Christian, our founder and
CEO, has entered into an agreement to acquire TSR, Inc and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions through a
newly-formed entity. Founded in 1969, TSR, Inc. is a well-recognized national provider of information technology staffing solutions. Here’s
a link to the press release that went out announcing the transaction.
https://www.businesswire.com/news/home/20240515530127/en/TSR-Inc.-to-be-Acquired-by-Founder-of-BCforward
Signature TBD
Additional Information and Where to Find
It; Participants in the Solicitation
The tender offer described in this communication
has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of
an offer to sell any securities, nor is it a substitute for the tender offer materials that Vienna Parent Corporation and Vienna Acquisition
Corporation (collectively, the “Vienna Filings Persons”) will file with the United States Securities and Exchange Commission
(the “SEC”) upon commencement of the tender offer. A solicitation and offer to buy outstanding shares of TSR, Inc. (the “Company”)
will only be made pursuant to the tender offer materials that the Vienna Filing Persons intend to file with the SEC. BCforward
itself is not a party to the Merger Agreement, nor is it involved in any part of the tender offer. At the time the tender offer
is commenced, the Vienna Filing Persons will file tender offer materials on Schedule TO, and TSR will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF TSR ARE URGED TO READ THESE DOCUMENTS CAREFULLY
WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN
THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of TSR at no expense to them on the SEC’s website at www.sec.gov and (once
they become available) will be mailed to the stockholders of TSR free of charge. Free copies of these materials and certain other offering
documents will be made available by TSR by mail to TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788,
Attention: Investor Relations, by email at info@tsrconsulting.com, or by directing requests for such materials to the information agent
for the tender offer, which will be named in the tender offer materials. In addition to the Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, TSR files annual, quarterly,
and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed
by the Vienna Filing Persons and TSR with the SEC for free on the SEC’s website at www.sec.gov.
Forward-Looking Statements
This communication contains forward-looking statements
related to TSR, the Vienna Filing Persons, BCforward and the proposed transaction that involve substantial risks and uncertainties.
Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,”
“expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,”
“project,” “seek,” “target,” “potential,” “will,” “would,” “could,”
“should,” “continue” and similar expressions. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements. In this communication, the forward-looking statements include statements about the parties’
ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the proposed
transaction; statements about the expected timetable for completing the proposed transaction; the Vienna Filing Persons’ plans,
objectives, expectations and intentions; the financial condition, results of operations and business of TSR and the Vienna Filing Persons
and BCforward; and the anticipated timing of the closing of the proposed transaction.
Forward-looking statements are subject to certain
risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from
those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the
actual results to differ from expectations contemplated by forward-looking statements include, among other things: uncertainties as to
the timing of the tender offer and the merger; uncertainties as to how many of TSR’s stockholders will tender their shares in the
tender offer; the possibility that the Vienna Filing Persons will not be able to obtain the financing necessary to fund the transaction;
the possibility that competing offers will be made; the possibility that various closing conditions for the proposed transaction may not
be satisfied or waived; the effects of the proposed transaction on relationships with employees, other business partners or governmental
entities; the impact of competitive services and pricing; other business effects, including the effects of industry, economic or political
conditions outside of the companies’ control; transaction costs; actual or contingent liabilities. You should not place undue reliance
on these statements. All forward-looking statements are based on information currently available to the Vienna Filing Persons, and the
Vienna Filing Persons disclaim any obligation to update the information contained in this communication as new information becomes available.
Exhibit 99.6
Email to BCF consultants
BCF consultants
Subject line: An exciting announcement
As you will read in the press release below, Justin Christian, our
founder and CEO, has entered into an agreement to acquire TSR, Inc and its subsidiaries, Geneva Consulting Group and LOGIXtech Solutions
through a newly-formed entity. Founded in 1969, TSR, Inc. is a well-recognized national provider of information technology staffing solutions.
Here’s a link to the press release that went out announcing the transaction.
https://www.businesswire.com/news/home/20240515530127/en/TSR-Inc.-to-be-Acquired-by-Founder-of-BCforward
Signature TBD
Additional Information and Where to Find
It; Participants in the Solicitation
The tender offer described in this communication
has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of
an offer to sell any securities, nor is it a substitute for the tender offer materials that Vienna Parent Corporation and Vienna Acquisition
Corporation (collectively, the “Vienna Filings Persons”) will file with the United States Securities and Exchange Commission
(the “SEC”) upon commencement of the tender offer. A solicitation and offer to buy outstanding shares of TSR, Inc. (the “Company”)
will only be made pursuant to the tender offer materials that the Vienna Filing Persons intend to file with the SEC. BCforward
itself is not a party to the Merger Agreement, nor is it involved in any part of the tender offer. At the time the tender offer
is commenced, the Vienna Filing Persons will file tender offer materials on Schedule TO, and TSR will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF TSR ARE URGED TO READ THESE DOCUMENTS CAREFULLY
WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON STOCK IN
THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well as the Solicitation/Recommendation
Statement, will be made available to all stockholders of TSR at no expense to them on the SEC’s website at www.sec.gov and (once
they become available) will be mailed to the stockholders of TSR free of charge. Free copies of these materials and certain other offering
documents will be made available by TSR by mail to TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788,
Attention: Investor Relations, by email at info@tsrconsulting.com, or by directing requests for such materials to the information agent
for the tender offer, which will be named in the tender offer materials. In addition to the Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, TSR files annual, quarterly,
and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed
by the Vienna Filing Persons and TSR with the SEC for free on the SEC’s website at www.sec.gov.
Forward-Looking Statements
This communication contains forward-looking statements
related to TSR, the Vienna Filing Persons, BCforward and the proposed transaction that involve substantial risks and uncertainties.
Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,”
“expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,”
“project,” “seek,” “target,” “potential,” “will,” “would,” “could,”
“should,” “continue” and similar expressions. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements. In this communication, the forward-looking statements include statements about the parties’
ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the proposed
transaction; statements about the expected timetable for completing the proposed transaction; the Vienna Filing Persons’ plans,
objectives, expectations and intentions; the financial condition, results of operations and business of TSR and the Vienna Filing Persons
and BCforward; and the anticipated timing of the closing of the proposed transaction.
Forward-looking statements are subject to certain
risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from
those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the
actual results to differ from expectations contemplated by forward-looking statements include, among other things: uncertainties as to
the timing of the tender offer and the merger; uncertainties as to how many of TSR’s stockholders will tender their shares in the
tender offer; the possibility that the Vienna Filing Persons will not be able to obtain the financing necessary to fund the transaction;
the possibility that competing offers will be made; the possibility that various closing conditions for the proposed transaction may not
be satisfied or waived; the effects of the proposed transaction on relationships with employees, other business partners or governmental
entities; the impact of competitive services and pricing; other business effects, including the effects of industry, economic or political
conditions outside of the companies’ control; transaction costs; actual or contingent liabilities. You should not place undue reliance
on these statements. All forward-looking statements are based on information currently available to the Vienna Filing Persons, and the
Vienna Filing Persons disclaim any obligation to update the information contained in this communication as new information becomes available.
Exhibit 99.7
INSTRUCTIONS FOR EMPLOYEES WHO RECEIVE INQUIRIES
If you get any email inquiries about the announcement
on May 15, you should reply with the following email text and link to the press release. Do not make any additional statements
or answer any questions.
Thank you for your email. I have included the link to the press
release with information about the announcement.
https://www.businesswire.com/news/home/20240515530127/en/TSR-Inc.-to-be-Acquired-by-Founder-of-BCforward
If you get any phone inquiries about the announcement
on May 15, ask for the person’s email address and let him or her know you will be sending them an email with a link to the press
release. Use the text above. Do not make any additional statements or answer any questions.
If you get any media inquiries about the event on May
15, do not reply. You should forward that email to Bryan Smith at BCForward, Bryan.Smith@bcforward.com and he will determine the most
appropriate way to respond.
If you get any additional questions after you have sent the press
release link, do not reply. You should forward that email to Bryan Smith at BCForward, Bryan.Smith@bcforward.com and he will
determine the most appropriate way to respond.
Additional Information and Where to
Find It; Participants in the Solicitation
The tender offer described in this communication
has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of
an offer to sell any securities, nor is it a substitute for the tender offer materials that Vienna Parent Corporation and Vienna Acquisition
Corporation (collectively, the “Vienna Filings Persons”) will file with the United States Securities and Exchange Commission
(the “SEC”) upon commencement of the tender offer. A solicitation and offer to buy outstanding shares of TSR, Inc. (the “Company”)
will only be made pursuant to the tender offer materials that the Vienna Filing Persons intend to file with the SEC. BCforward
itself is not a party to the Merger Agreement, nor is it involved in any part of the tender offer. At the time the tender offer
is commenced, the Vienna Filing Persons will file tender offer materials on Schedule TO, and TSR will file a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO. INVESTORS AND STOCKHOLDERS OF TSR ARE URGED TO READ THESE DOCUMENTS
CAREFULLY WHEN THEY BECOME AVAILABLE (AND EACH AS IT MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION THAT INVESTORS AND STOCKHOLDERS OF TSR SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES OF COMMON
STOCK IN THE TENDER OFFER. The tender offer materials (including the Offer to Purchase and the related Letter of Transmittal), as well
as the Solicitation/Recommendation Statement, will be made available to all stockholders of TSR at no expense to them on the SEC’s
website at www.sec.gov and (once they become available) will be mailed to the stockholders of TSR free of charge. Free copies of these
materials and certain other offering documents will be made available by TSR by mail to TSR, Inc., 400 Oser Avenue, Suite 150, Hauppauge, NY 11788,
Attention: Investor Relations, by email at info@tsrconsulting.com, or by directing requests for such materials to the information agent
for the tender offer, which will be named in the tender offer materials. In addition to the Offer to Purchase, the related Letter
of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, TSR files annual, quarterly,
and current reports, proxy statements and other information with the SEC. You may read any reports, statements or other information filed
by the Vienna Filing Persons and TSR with the SEC for free on the SEC’s website at www.sec.gov.
Forward-Looking Statements
This communication contains forward-looking statements
related to TSR, the Vienna Filing Persons, BCforward and the proposed transaction that involve substantial risks and uncertainties.
Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,”
“expect,” “intend”, “goal,” “may”, “might,” “plan,” “predict,”
“project,” “seek,” “target,” “potential,” “will,” “would,” “could,”
“should,” “continue” and similar expressions. All statements other than statements of historical fact are statements
that could be deemed forward-looking statements. In this communication, the forward-looking statements include statements about the parties’
ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the proposed
transaction; statements about the expected timetable for completing the proposed transaction; the Vienna Filing Persons’
plans, objectives, expectations and intentions; the financial condition, results of operations and business of TSR and the Vienna Filing
Persons and BCforward; and the anticipated timing of the closing of the proposed transaction.
Forward-looking statements are subject to certain
risks, uncertainties or other factors that are difficult to predict and could cause actual events or results to differ materially from
those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the
actual results to differ from expectations contemplated by forward-looking statements include, among other things: uncertainties as to
the timing of the tender offer and the merger; uncertainties as to how many of TSR’s stockholders will tender their shares in the
tender offer; the possibility that the Vienna Filing Persons will not be able to obtain the financing necessary to fund the transaction;
the possibility that competing offers will be made; the possibility that various closing conditions for the proposed transaction may
not be satisfied or waived; the effects of the proposed transaction on relationships with employees, other business partners or governmental
entities; the impact of competitive services and pricing; other business effects, including the effects of industry, economic or political
conditions outside of the companies’ control; transaction costs; actual or contingent liabilities. You should not place undue reliance
on these statements. All forward-looking statements are based on information currently available to the Vienna Filing Persons, and the
Vienna Filing Persons disclaim any obligation to update the information contained in this communication as new information becomes available.
Grafico Azioni TSR (NASDAQ:TSRI)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni TSR (NASDAQ:TSRI)
Storico
Da Giu 2023 a Giu 2024
