TCSI Buyout news!Missed it AH!Press Release for TCSI Corporation Systems Inc
Rocket Software Signs Definitive Agreement to Acquire TCSI Corporation
11/12/2002 6:31:00 PM
NATICK, Mass., and ALAMEDA, Calif., Nov 12, 2002 /PRNewswire-FirstCall via COMTEX/ -- Rocket Software, an independent software development corporation, and TCSI Corporation (TCSI), a provider of service assurance and network management solutions for the global telecom industry, today jointly announced they have signed a definitive agreement pursuant to which Rocket Software will acquire all outstanding shares of TCSI common stock in an all-cash tender offer for an aggregate purchase price of approximately $10.7 million or $0.52 per share. The offer price represents a 62% increase over TCSI's closing stock price of $0.32 yesterday.
"We believe the acquisition of TCSI serves the best interests of our collective employees, business partners, customers and our respective shareholders," said Andrew Youniss, CEO of Rocket Software. "This transaction enables Rocket to immediately expand our technology portfolio with the unparalleled quality and technical sophistication that TCSI brings to the communications market. Rocket's strong commitment to enhancing customer value through innovative products and leading service and support is complemented by TCSI's experience in developing solid relationships with major telecom service providers and equipment manufacturers."
"While TCSI is recognized for its outstanding technical leadership, engineering talent and customer support, we are finding it increasingly difficult to independently sustain our operations in today's challenging telecom environment and have been looking for the best way to leverage our strengths for some time," said Ken Elmer, President and CEO of TCSI. "Rocket Software has more than a decade of experience successfully developing and supporting enterprise class software, and it has the management team, financial strength, and customer relationships to fully leverage our technology. TCSI will enable Rocket to expand its capabilities and strengthen its ability to provide customers with solutions that address the critical challenges facing the telecom industry today, as well as open up a pipeline of new opportunities over the long term. We are very excited to join forces with a growing company that shares our commitment to quality."
About the Transaction
Under the terms of the agreement, Rocket Software will commence an all-cash tender offer to acquire all of the outstanding shares of TCSI at a price of $0.52 per share, followed by a merger in which the holders of the remaining outstanding shares of TCSI common stock will receive the same cash price per share. The transaction is subject to typical conditions and is not conditioned upon financing. Rocket Software has sufficient cash on hand to fund its offer for all of the outstanding shares of TCSI.
The acquisition has been approved by the boards of directors of Rocket Software and TCSI and is subject to customary closing conditions. Gerard, Klauer, Mattison and Duff & Phelps LLP acted as TCSI's financial advisors with respect to this transaction.
About TCSI Corporation
TCSI is a leading provider of software |
