TSR, Inc. Board Decides to Pursue One or More Strategic Acquisitions

HAUPPAUGE, N.Y.–(BUSINESS WIRE)–TSR, Inc. (Nasdaq:TSRI), a provider of computer programming consulting
services (“TSR” or the “Company”), announced today that, after careful
consideration, and based upon the unanimous recommendation of the
Special Committee (the “Special Committee”) of the Company’s Board of
Directors (the “Board”), the Board has decided that it is in the best
interests of the Company and its stockholders to pursue one or more
strategic acquisitions. Since its previously announced formation on July
9, 2018, the Special Committee has been considering and evaluating
strategic alternatives to maximize stockholder value. It performed a
comprehensive review and evaluation of various strategic alternatives
available to the Company and has determined that the strategic
acquisition of one or more businesses operating in the same business
sector as TSR or a complementary business sector is in the best
interests of the Company and its stockholders and has recommended that
the Company begin actively pursuing potential acquisition candidates.

In connection with its strategic review, the Special Committee retained
CoView Capital, Inc. (“CoView”) as its independent financial advisor and
Farrell Fritz, P.C. as its independent legal advisor. Under the terms of
its engagement, CoView has provided the Special Committee with an
analysis of various strategic alternatives and will continue to provide
customary financial advisory services to the Special Committee in
connection with the Company’s pursuit of one or more strategic
acquisitions. The Company has agreed to pay CoView customary fees for
its services as financial advisor and to indemnify it against certain
liabilities in connection with such services.

In reaching its unanimous decision to recommend to the Board that the
Company pursue an acquisition strategy, the Special Committee reviewed
and considered the analysis and recommendations of CoView, including a
report by CoView identifying potential acquisition candidates. The
Special Committee believes that acquiring a business that is a good
strategic fit will expand the Company’s customer base and improve
profitability, and would be in the best interests of the Company and its
stockholders. The Special Committee has been authorized, with assistance
from its legal and financial advisors, to begin approaching certain
potential acquisition candidates, evaluating the merits of and
negotiating acquisition target proposals and agreements, and taking
other actions necessary to facilitate the consummation of such a
transaction.

Christopher Hughes, President of the Company, said, “The Special
Committee and its advisors conducted a disciplined and independent
strategic alternatives process to ensure the best outcome to maximize
value for stockholders. The Board believes that pursuing a strategic
acquisition is in the best interests of all TSR stockholders.”

The Company cautions its stockholders and others considering trading in
its securities that there is no assurance that this decision will result
in any acquisitions being announced or consummated. The Company does not
intend to discuss or disclose further developments during this process
unless and until the Board has approved a specific action that requires
disclosure or otherwise determined that further disclosure is
appropriate.

Forward-Looking Statements

Certain statements in this press release which are not historical facts
may constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended. Words such
as “anticipate,” “believe,” “demonstrate,” “estimate,” “expect,”
“forecast,” “intend,” “likely,” “may,” “plan,” “should,” and “will,” and
similar expressions identify forward-looking statements. Such
forward-looking statements are based upon the Company’s current plans,
estimates and expectations and are not a representation that such plans,
estimates, or expectations will be achieved. Specifically,
forward-looking statements in this document may include, but are not
limited to, the statements regarding TSR’s pursuit of one or more
potential acquisitions and the potential impact on the Company or its
profitability.

These and other forward-looking statements involve known and unknown
risks, uncertainties and other factors that are difficult to predict and
which may cause the actual events to differ materially from the
expectations, intentions, beliefs, plans or predictions of the future
expressed or implied by such forward-looking statements. These risks,
uncertainties and other factors include, among others, the factors and
matters described in the Company’s filings with the SEC, including, but
not limited to, the Company’s most recent Form 10-K, Forms 10-Q and
Forms 8-K, which are available at www.sec.gov.
The forward-looking statements included in this press release are made
only as of the date of this press release and we do not undertake any
obligation to publicly update any forward-looking statements to reflect
subsequent events or circumstances, except as required by law. Readers
are cautioned not to place undue reliance on these forward-looking
statements that speak only as of the date hereof.

Contacts

Chris Hughes
631-231-0333

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