And, an unfriendly overture--
TSI Rejects $12.50 Per Share Cash Sale Proposal
From an Individual Investor as Inadequate
SHOREVIEW, Minn., June 17 /PRNewswire/ -- The Board of Directors of TSI Incorporated (Nasdaq: TSII - news),
Shoreview, Minn., announced today that it has unanimously rejected an unsolicited cash offer of $12.50 per share from John J.
Fauth as inadequate and not in the best interests of shareholders. Fauth has filed a preliminary proxy with his own slate of three
directors which he plans to present at TSI's upcoming annual meeting. He is also proposing several amendments to the
Company's bylaws to make it easier for him to acquire TSI for less than fair value. The Company intends to aggressively fight
the election of Fauth's director nominees and proposed bylaw amendments.
James Doubles, TSI's Chairman and CEO, stated, ''TSI has an attractive growth history with a compound earnings growth
rate of 19 percent over our 31-year history as a public company. While the last two years have been somewhat slower, over
the last five years earnings have still grown at a compound rate of over 19 percent, consistent with our longer-term
performance. In today's market, many micro-cap stocks are undervalued by historical standards and don't necessarily reflect
their true value. We believe TSI fits into that category.''
Doubles commented further, ''We are excited about TSI's future. We recently acquired Environmental Systems Corporation
which had $23 million in sales and $1.9 million in after-tax profits during calendar 1998. In addition, we consolidated two under
performing divisions late in fiscal 1999, which are projected to be profitable in fiscal 2000. These factors, combined with
exciting growth opportunities in our current businesses, give us great optimism. Further, our Board has engaged William Blair &
Company as its investment banker to work with the Company to explore strategies to further enhance shareholder value.''
This press release contains forward-looking statements that involve a number of risks and uncertainties. Important factors that
could cause actual results to differ materially from those indicated by such forward-looking statements include: uncertainties
relating to competition and technological change, setbacks in product development programs, slower-than-anticipated customer
acceptance of new products, delays or cancellation of government procurements, dependence on certain key industries, and
risk associated with the Company's acquisition strategy and international operations.
TSI is a diversified, worldwide leader in providing measuring instruments for two major market areas: the safety, comfort and
health of people; and productivity and quality improvement. The Company's common stock is traded on the national
over-the-counter market under the Nasdaq symbol TSII. For more information, visit the Company's web site at
tsi.com |
