In the wake of news regarding a takeover bid, the shares of TSR, Inc. (NASDAQ: TSRI) are witnessing an upward trend on the US charts in the current morning session. As per the latest update during the pre-market rally, TSRI stock demonstrated a notable surge of 64.82%, trading at $13.12.

Vienna Parent Corporation's Acquisition Endeavor

Vienna Parent Corporation, a recently established special purpose entity initiated by Justin Christian, has disclosed its definitive agreement to acquire TSR, Inc. (TSRI). This agreement outlines that Vienna Acquisition Corporation, an affiliate and wholly-owned subsidiary of Vienna Parent ("Vienna Sub"), will initiate a tender offer to procure all outstanding shares of TSR at a rate of $13.40 per share.

This equates to an equity valuation of approximately $29 million. Notably, the total consideration proposed to TSR's shareholders reflects a significant premium of 73.8% over TSR's closing price on May 14, 2024.

Prospects And Anticipated Closure

Over the preceding four years, TSRI has diligently endeavored to metamorphose into a technologically adept, employee-centric, premier staffing enterprise. Justin Christian, along with his adept team, has firmly established BCforward as a frontrunner in the industry. Consequently, TSR's longstanding clientele is poised to reap immediate benefits with an enhanced array of services and offerings once TSRI teams assimilate under a unified framework.

In adherence to the merger agreement, Vienna Sub is set to instigate a tender offer to secure all outstanding shares of TSR's common stock at a cash purchase price of $13.40 per share. This transaction has garnered approval from the boards of directors of both entities.

The transaction's finalization is projected to occur in the third quarter of 2024, contingent upon customary closing conditions, including the tendering of a majority of TSR's outstanding common stock shares. Vienna Parent has secured a commitment letter from First Merchants Bank for credit of up to $24,000,000, which, coupled with Vienna Parent's existing cash reserves, will facilitate the transaction's financing.

Crucially, the transaction's closure does not hinge upon any financing prerequisites or regulatory endorsements. Upon the successful conclusion of the tender offer, Vienna Sub will proceed to acquire any remaining TSR shares that were not tendered in the initial offer through a second-step merger, offering the same consideration per share as tendered in the initial offer.