TTI Team Telecom International Ltd. (Nasdaq:TTIL), a global
supplier of Operations Support Systems (OSS) to communications
service providers, announced today that it will hold the
Extraordinary General Meetings of (1) the holders of its ordinary
shares on Thursday, July 22, 2010, at 10:00 a.m. (Israel time) (the
"Ordinary Class Meeting"), (2) the holders of its preferred shares
on Thursday, July 22, 2010, at 10:30 a.m. (Israel time) (the
"Preferred Class Meeting"), and (3) all holders of ordinary and
preferred shares, voting as one class, on Thursday, July 22, 2010,
at 11:00 a.m. (Israel time) (the "General Meeting" and together
with the Ordinary and Preferred Class Meetings, the "Meetings").
All Meetings will be held at the offices of the Company, 12 Amal
Street, Afek Park, Rosh Ha'ayin, Israel. The record date for the
Meetings is June 22, 2010.
At each of the Meetings, shareholders will be asked to consider
and vote upon a proposal to approve the Agreement and Plan of
Merger, dated as of June 8, 2010 (the "Merger Agreement"), by and
among TEOCO Corporation, a Delaware corporation ("Parent"), TEOCO
Israel Ltd., an Israeli company and a wholly owned subsidiary of
the Parent ("Merger Sub"), and TTI Telecom, the merger of Merger
Sub with and into TTI Telecom (with TTI Telecom continuing as the
surviving company) (the "Merger") and other the transactions
contemplated by the Merger Agreement, all as will be more fully
described in the proxy statement that will be mailed to
shareholders (the "Merger Proposal").
If the Merger Proposal is approved and the Merger is
subsequently consummated, the outstanding ordinary shares and
preferred shares of TTI Telecom will be automatically converted
into the right to receive a payment in cash, without interest and
less any applicable withholding tax, equal to $3.00, which amount
may be increased or decreased at the closing of the Merger
Agreement to the extent that TTI Telecom's cash balance immediately
prior to the closing is above or below the respective agreed upon
amounts, and will be decreased to the extent TTI Telecom's
transaction expenses are above an agreed upon amount.
However, these adjustments may not result in the purchase
price per share being lower than $2.90, without interest.
The approval of the Merger Proposal requires the affirmative
vote of the holders of a majority of (1) the ordinary shares
present (in person or by proxy) at the Ordinary Class Meeting and
voting on such matter (not including abstentions and broker
non-votes), (2) the preferred shares present (in person or by
proxy) at the Preferred Class Meeting and voting on such matter
(not including abstentions and broker non-votes), and (3) the
ordinary and preferred shares present (in person or by proxy)
at the General Meeting and voting on such matter (not including
abstentions and broker non-votes).
TTI Telecom will send its shareholders of record a proxy
statement describing the matters to be voted upon at the Meetings,
along with a proxy card enabling them to indicate their vote
thereon. TTI Telecom will also file the proxy statement with the
Securities and Exchange Commission on Form 6-K in the next few
days.
Additional Information and Where to Find It
In connection with the extraordinary general meetings, TTI
Telecom will mail to its shareholders of record a proxy statement
in the next few days describing the various matters to be voted
upon at the meeting. INVESTORS AND SECURITY HOLDERS ARE
STRONGLY ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES
AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION, INCLUDING
WITH RESPECT TO THE POTENTIAL ADJUSTMENTS IN THE PER SHARE MERGER
CONSIDERATION. The proxy statement and other documents may
be obtained for free from the Company's Web site at
www.tti-telecom.com/investor-relations or by directing such request
to TTI Investor Relations below.
About TTI Telecom
TTI Team Telecom International Ltd. is a leading provider of
next generation Operations Support Systems (OSS) to communications
service providers worldwide. The Company's Netrac portfolio
delivers an automated, proactive and customer-centric approach to
service assurance and network management.
Anchored by market-leading service assurance solutions --
Fault Management (FaM) and Performance Management (PMM) --
that give customers an end-to-end view of their network, TTI's
Netrac enables service providers to reduce operating costs, enhance
profitability and launch new, revenue-generating services more
rapidly. Netrac is compatible with multiple technologies and
industry standards, and is uniquely positioned to bridge legacy,
next-generation, convergent, and IMS Networks. TTI Telecom's
customer base consists of tier-one and tier-two service providers
globally, including large incumbents in the Americas, Europe and
Asia-Pacific.
Forward-Looking Statements
Certain statements in this press release, including but not
limited to those relating to the proposed merger transaction,
constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of TTI Telecom to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Statements
preceded by, followed by or that otherwise include the words
"believes", "expects", "anticipates", "intends", "projects",
"estimates", "plans", "may increase", "may fluctuate" and similar
expressions or future or conditional verbs such as "will",
"should", "would", "may" and "could" are generally forward-looking
in nature and not historical facts. Any statements that refer to
expectations or other characterizations of future events,
circumstances or results are forward-looking statements. Various
factors that could cause actual results to differ materially from
those expressed in such forward-looking statements include but are
not limited to risks associated with uncertainty as to whether the
merger transaction will be completed; the potential adjustments to
the purchase price per share; the occurrence of any event, change
or other circumstances that could give rise to the termination of
the merger agreement; costs and potential litigation associated
with the merger transaction; the failure of either party to meet
the closing conditions set forth in the merger agreement; risks
that the proposed merger transaction disrupts current plans and
operations and the potential difficulties in employee retention as
a result of the proposed transaction; the distraction of management
and TTI Telecom resulting from the proposed transaction; and the
other risk factors discussed from time to time by TTI Telecom in
reports filed or furnished with the Securities and Exchange
Commission ("SEC").
In light of these risks, uncertainties, assumptions and factors,
the forward-looking events discussed in this press release may not
occur. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated,
or if no date is stated, as of the date of this press release.
Except for TTI Telecom's ongoing obligations to disclose
material information under the federal securities laws, TTI Telecom
undertakes no obligation to release any revisions to any
forward-looking statements, to report events or to report the
occurrence of unanticipated events unless required by law.
CONTACT: TTI Team Telecom International Ltd.
Investor Relations Contact:
Rebecca (Rivi) Aspler, Investor Relations Director
+972-3-926-9093
Mobile: +972-54-777-9093
Fax: +972-3-926-9574
rebecca.aspler@tti-telecom.com
www.tti-telecom.com
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