Teoco to Buy TTI Telecom

Teoco to acquire TTI Telecom in an all-cash transaction

June 9, 2010

1 Min Read

FAIRFAX, Va. and ROSH HA'AYIN, Israel -- TEOCO Corporation ("TEOCO"), a market leader in providing cost,routing, and revenue management solutions to leading communicationsservice providers worldwide, and TTI Team Telecom International Ltd.(Nasdaq:TTIL), a global supplier of Operations Support Systems (OSS) tocommunications service providers, announced today that they haveentered into a definitive merger agreement, whereby TEOCO will acquireTTI Telecom in a transaction valued at approximately US$58.0 million,subject to adjustments.

Under the terms of the merger agreement, TTI Telecom preferred andordinary shareholders will receive US$3.00 per share in cash at theclosing, without interest and less applicable withholding tax. Thispurchase price per share may be increased or decreased at closing tothe extent that TTI Telecom's cash balance immediately prior to closingis above or below the respective agreed upon amounts, and will bedecreased to the extent TTI Telecom's transaction expenses are above anagreed upon amount, with a minimum share price of US$2.90. The Companyadvises that it currently does not expect an upward adjustment abovethe US$3.00 per share merger consideration.

The price per share of US$3.00 represents a premium of approximately50% over the Company's average closing share price during the 90trading days ended June 8, 2010. The Board of Directors of TTI Telecomapproved the agreement and recommended that TTI shareholders vote infavor of the transaction.

Atul Jain, Chairman and Chief Executive Officer, TEOCO Corporation,said, "We believe that adding TTI's employees, assets, and solutionsunder one umbrella will enable TEOCO to provide unprecedented value toour respective clients. This combination brings together two industryleaders whose solutions contribute greatly to increasing theprofitability and success of global communications service providers."

Teoco Corp.

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