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Teoco to acquire TTI Telecom in an all-cash transaction

Teoco to Buy TTI Telecom

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6/9/2010
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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."

Teoco Corp.

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