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TTI Telecom Shareholders Approve Proposed Merger
GlobeNewswire
2010-07-22

         Transaction Expected to Close in Late August 2010

ROSH HA'AYIN, Israel, July 22, 2010 (GLOBE NEWSWIRE) -- TTI Team
Telecom International Ltd. (Nasdaq:TTIL), a global supplier of
Operations Support Systems (OSS) to communications service providers,
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.

About TTI Telecom

TTI Team Telecom International Ltd. is a leading provider of next
generation Operations Support Systems (OSS) to communications service
providers worldwide. TTI Telecom's Netrac portfolio delivers an
automated, proactive and customer-centric approach to service assurance
and network management. Anchored by market-leading service assurance
solutions -- Fault Management (FaM) and Performance Management (PMM) --
that give customers an end-to-end view of their network, TTI's Netrac
enables service providers to reduce operating costs, enhance
profitability and launch new, revenue-generating services more rapidly.
Netrac is compatible with multiple technologies and industry standards,
and is uniquely positioned to bridge legacy, next-generation,
convergent, and IMS Networks. TTI Telecom's customer base consists of
tier-one and tier-two service providers globally, including large
incumbents in the Americas, Europe and Asia-Pacific.

Additional Information and Where to Find It

In connection with the proposed Merger, TTI Telecom has delivered a
proxy statement to its shareholders and has submitted a copy thereof to
the Securities and Exchange Commission ("SEC") on a report on Form 6-K
on June 22, 2010. The proxy statement and other documents may be
obtained for free from TTI Telecom's Web site at
www.tti-telecom.com/investor-relations or by directing such request to
TTI Telecom Investor Relations below.

Forward-Looking Statements

Certain statements in this press release, including but not limited to
those relating to the proposed Merger, constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of TTI Telecom to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Statements preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "projects,"
"estimates," "plans," "may increase," "may fluctuate" and similar
expressions or future or conditional verbs such as "will," "should,"
"would," "may" and "could" are generally forward-looking in nature and
not historical facts. For example, when we discuss the expected timing
of the closing of the Merger, we are using a forward-looking statement.
Any statements that refer to expectations or other characterizations of
future events, circumstances or results are forward-looking statements.
Various factors that could cause actual results to differ materially
from those expressed in such forward-looking statements include but are
not limited to risks associated with uncertainty as to whether the
merger transaction will be completed; the potential adjustments to the
purchase price per share; the occurrence of any event, change or other
circumstances that could give rise to the termination of the Merger
Agreement; costs and potential litigation associated with the merger
transaction; the failure of either party to meet the closing conditions
set forth in the Merger Agreement; risks that the proposed Merger
disrupts current plans and operations and the potential difficulties in
employee retention as a result of the proposed transaction; the
distraction of management and TTI Telecom resulting from the proposed
transaction; and the other risk factors discussed from time to time by
TTI Telecom in reports filed or furnished with the SEC.

In light of these risks, uncertainties, assumptions and factors, the
forward-looking events discussed in this press release may not occur.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date stated, or if no date is
stated, as of the date of this press release. Except for TTI Telecom's
ongoing obligations to disclose material information under the federal
securities laws, TTI Telecom undertakes no obligation to release any
revisions to any forward-looking statements, to report events or to
report the occurrence of unanticipated events unless required by law.


CONTACT:  TTI Team Telecom International Ltd.
          Investor Relations Contact:
          Rebecca (Rivi) Aspler, Investor Relations Director 
          +972-3-926-9093  
          Mobile: +972-54-777-9093 
          Fax:  +972-3-926-9574 
          rebecca.aspler@tti-telecom.com



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