TTI Team Telecom (TTIL) Shareholders Approve Merger Proposal
TTI Team Telecom International Ltd. (Nasdaq: TTIL) announced today that at its Extraordinary General Meetings of (1) the holders of its ordinary shares, (2) the holders of its preferred shares, and (3) all holders of ordinary and preferred shares, voting as one class (the "General Meeting"), each held on July 22, 2010, the TTI Telecom shareholders voted to adopt and 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 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 the other transactions contemplated by the Merger Agreement.
Approximately (1) 48.8% of the outstanding ordinary shares of TTI Telecom, (2) 100% of the outstanding preferred shares of TTI Telecom, and (3) 55.8% of the outstanding ordinary and preferred shares of TTI Telecom, on the record date were cast in favor of adoption of the Merger Agreement and the transactions contemplated thereby. The votes cast in favor of the transaction in the General Meeting constituted 99.9% of the aggregate shares voted.
Upon the closing of the Merger, which is expected to occur at the end of August 2010, TTI Telecom will become a private company and 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 consummation of the Merger is subject to a 30-day statutory waiting period following shareholder approval and the satisfaction of certain other conditions set forth in the Merger Agreement.
Approximately (1) 48.8% of the outstanding ordinary shares of TTI Telecom, (2) 100% of the outstanding preferred shares of TTI Telecom, and (3) 55.8% of the outstanding ordinary and preferred shares of TTI Telecom, on the record date were cast in favor of adoption of the Merger Agreement and the transactions contemplated thereby. The votes cast in favor of the transaction in the General Meeting constituted 99.9% of the aggregate shares voted.
Upon the closing of the Merger, which is expected to occur at the end of August 2010, TTI Telecom will become a private company and 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 consummation of the Merger is subject to a 30-day statutory waiting period following shareholder approval and the satisfaction of certain other conditions set forth in the Merger Agreement.
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