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TSR Inc. rejects takeover offer from Texas shareholder QAR Industries 

TSR told QAR that the $6.25 a share offer "does not reflect the fair value of the common stock."

Hauppauge-based TSR Inc. rejected a shareholder's proposal to

Hauppauge-based TSR Inc. rejected a shareholder's proposal to take over the company. Photo Credit: Steve Pfost

The board of Hauppauge technology staffing company TSR Inc. has rejected a takeover bid from a major shareholder, calling the offer "inadequate."

TSR announced that it was spurning the $6.25-per-share offer from QAR Industries Inc., based in Mineral Wells, Texas, in a press release and government filing published after the stock market closed on Wednesday.

Shares of TSR climbed 1.8 percent to close Thursday at $5.65. The stock was trading at $5.15 a year ago.

"The board has unanimously rejected your offer," the company said in a letter to QAR, adding that the offer "does not reflect the fair value of the common stock."

A call seeking comment from Robert Fitzgerald, president of QAR, was not immediately returned.

Christopher Hughes, chairman and chief executive of TSR, said in a telephone interview Thursday that he was not at liberty to comment beyond the company's official documents.

The offer, outlined in a letter dated Nov. 14, called for QAR to acquire the roughly 93 percent of shares it does not currently own for $6.25, an almost 30 percent premium from the closing price on Nov. 13.

QAR acquired its 7 percent stake in July as one of three institutional buyers of the 41.8 percent TSR stake sold by Joseph and Winifred Hughes, the retired founder and former chief executive of TSR.

Before selling their stock, Joseph and Winifred Hughes had called for the TSR board to sell the company.

The per-share price of that $5.1 million sale was $6.25, the same price as that offered in QAR's proposal.

Christopher Hughes, the Hughes' son, succeeded his father as chairman and CEO in July 2017.

TSR's annual meeting had been scheduled for Wednesday, but the board said it will choose an alternate date.

Manhattan-based Zeff Capital LP, the owner of 22.3 percent of TSR's shares, filed a proxy promoting two dissident candidates for director seats and the results would have been tallied at the annual meeting.

Founded in 1969, TSR also has offices in Manhattan, and Edison, New Jersey, and provides IT staffing services to the utility, insurance, publishing, pharmaceutical and financial services industries.

TSR Inc.

Top executive: Christopher Hughes, chairman, CEO and president

Founder: Joseph Hughes (Christopher's father)

Year founded: 1969

Employees: 417 as of May 31

Leased properties in Hauppauge, Manhattan and Edison, New Jersey

Revenue: $16.6 million for quarter ended Aug. 31

Top 3 shareholders, according to Bloomberg: Zeff Capital LP of Manhattan, Fintech Consulting LLC of Iselin, New Jersey, and QAR Industries Inc, of Mineral Wells, Texas

Value of QAR's takeover offer: $6.25 per share

TSR's closing price on Thursday: $5.65

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