FAIRFAX, Va. and ROSH HA'AYIN, Israel -- TEOCO Corporation ("TEOCO"), a market leader in providing cost,
routing, and revenue management solutions to leading communications
service providers worldwide, and TTI Team Telecom International Ltd.
(Nasdaq:TTIL), a global supplier of Operations Support Systems (OSS) to
communications service providers, announced today that they have
entered into a definitive merger agreement, whereby TEOCO will acquire
TTI Telecom in a transaction valued at approximately US$58.0 million,
subject to adjustments.
Under the terms of the merger agreement, TTI Telecom preferred and
ordinary shareholders will receive US$3.00 per share in cash at the
closing, without interest and less applicable withholding tax. This
purchase price per share may be increased or decreased at closing to
the extent that TTI Telecom's cash balance immediately prior to 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, with a minimum share price of US$2.90. The Company
advises that it currently does not expect an upward adjustment above
the US$3.00 per share merger consideration.
The price per share of US$3.00 represents a premium of approximately
50% over the Company's average closing share price during the 90
trading days ended June 8, 2010. The Board of Directors of TTI Telecom
approved the agreement and recommended that TTI shareholders vote in
favor of the transaction.
Atul Jain, Chairman and Chief Executive Officer, TEOCO Corporation,
said, "We believe that adding TTI's employees, assets, and solutions
under one umbrella will enable TEOCO to provide unprecedented value to
our respective clients. This combination brings together two industry
leaders whose solutions contribute greatly to increasing the
profitability and success of global communications service providers."