TSR receives offer from stockholder to buy all outstanding shares
TSR, Inc. announced that its board of directors received a letter from Robert Fitzgerald, president of stockholder QAR Industries, Inc., dated November 14, 2018, containing a non-binding offer to acquire all of the common stock of the company not already owned by QAR for $6.25 per share. A term sheet for the potential acquisition of TSR was attached to the offer letter. Based on Amendment No. 2 to QAR's Schedule 13D, filed on November 20, 2018, Fitzgerald and QAR wn a total of 139,869 shares of the company's common stock, par value 1c, which represents approximately 7.1% of the company's issued and outstanding Common Stock. On November 16, 2018, the company sent a letter to QAR acknowledging that it received the QAR letter on November 16, 2018 and informing QAR that it had forwarded the letter to the Special Committee of the board of directors for its consideration. As previously disclosed, the Board established the Special Committee to consider various strategic alternatives to maximize stockholder value. On November 19, 2018, the Special Committee sent a letter to QAR informing QAR that the Special Committee and the full Board were carefully evaluating the offer in good faith but that it would not be possible for the directors to complete their evaluation and respond to the offer by the November 19, 2018 deadline imposed in the offer; and the directors seek to satisfy their fiduciary responsibilities to the stockholders of TSR by considering and evaluating the offer against other strategic alternatives and will respond to the offer as expeditiously as possible. The board cautions the company's stockholders and others considering trading in its securities that the board just received the non-binding offer letter from Fitzgerald and no decisions have been made with respect to the company's response to the proposal. There can be no assurance that any definitive offer will be made by Fitzgerald or any other person, that any definitive agreement will be executed relating to the proposed transaction, or that the proposed transaction or any other transaction will be approved or consummated.