Technology Solutions Announces Acquisition of ZAMBA Solutions
August 09 2004 - 10:00AM
PR Newswire (US)
Technology Solutions Announces Acquisition of ZAMBA Solutions
Acquisition Significantly Strengthens TSC's CRM Capabilities
CHICAGO and MINNEAPOLIS, Aug. 9 /PRNewswire-FirstCall/ --
Technology Solutions Company (TSC) (NASDAQ:TSCC), a consulting
company delivering business benefits through the application of
information technology, and ZAMBA Solutions (ZAMBA) (OTC:ZMBA)
(BULLETIN BOARD: ZMBA) , a premier customer relationship management
(CRM) services company, today announced that they have entered into
a definitive merger agreement under which TSC will acquire ZAMBA.
Under the terms of the transaction, which was approved by both
companies' boards of directors, ZAMBA stockholders will receive
0.15 share of TSC common stock for each share of ZAMBA common stock
which they hold as of the effective date of the merger. Upon
completion of the transaction, ZAMBA stockholders will own
approximately 12.5% of the company. Including anticipated cost
synergies/reductions, the transaction is expected to increase TSC's
2005 pre-tax income, excluding amortization of acquired intangibles
and other purchase accounting adjustments. "TSC is excited about
adding ZAMBA's exceptional delivery and customer service
capabilities, which were recently recognized by Gartner as having
the highest overall satisfaction rating of all CRM service
providers evaluated," said Michael Gorsage, President and Chief
Executive Officer of TSC. "We see great value and growth in the CRM
marketplace over the next several years, and this acquisition
should enable us to take advantage of this trend and represents a
continuation of our overall expansion strategy, in which our top
priority is providing great service to our clients." Michael
Carrel, ZAMBA's President and Chief Executive Officer, stated,
"ZAMBA is also excited about this merger as it represents a
significant step forward in our strategic growth plan and enables
us to serve our clients with a much broader scope of services and
offerings. With TSC's strong balance sheet, and recently
strengthened leadership team, we see tremendous opportunity to
build a great company together." The transaction is subject to
certain closing conditions, including approval by ZAMBA's
stockholders. The transaction is intended to qualify as a tax-free
reorganization for U.S. federal income tax purposes. About
Technology Solutions Company Delivering business benefits through
the application of information technology, Technology Solutions
Company is a consulting company that focuses on rapid results. TSC
helps clients select, install, upgrade and optimize the software
systems that run their business operations. TSC focuses on
manufacturing and distribution, supply chain, financial, human
resources and customer service systems. Its range of services
include project planning, software selection, reengineering,
implementation, upgrades, training and outsourcing, with
specialized expertise in Product Configuration solutions, Forensic
Technology consulting and Project Turn-Arounds. Headquartered in
Chicago, TSC has worked with more than 800 clients worldwide,
including the majority of the Fortune 100. For more information,
please visit http://www.techsol.com/ . About ZAMBA Solutions ZAMBA
Solutions is a premier CRM services company. ZAMBA helps its
clients be more successful in acquiring, servicing, and retaining
their customers. Having served over 300 clients, ZAMBA is focused
on customer-centric services by leveraging best practices and
best-in-class technology to enable insightful, consistent
interactions across all customer touchpoints. ZAMBA's clients have
included Best Buy, Canon, GE Medical Systems, Direct Energy
Essential Home Services, Fleet Bank, Hertz, General Mills,
Microsoft Great Plains, Nikon, Northrop Grumman, Symbol
Technologies, Union Bank of California, and Volkswagen of America.
The company has offices in Minneapolis, San Jose and Toronto. For
more information, contact ZAMBA at http://www.zambasolutions.com/
or (800) 677-9783. ADDITIONAL INFORMATION AND WHERE TO FIND IT This
communication is not a solicitation of a proxy from any security
holder of Technology Solutions Company or ZAMBA Corporation or an
offer of any securities for sale. Technology Solutions Company
plans to file with the Securities and Exchange Commission a
Registration Statement on SEC Form S-4. Technology Solutions
Company and ZAMBA Corporation expect to mail a Proxy
Statement/Prospectus to ZAMBA stockholders concerning the proposed
merger of ZAMBA Corporation with a subsidiary of Technology
Solutions Company. We urge investors and security holders to read
the Proxy Statement/Prospectus and any other relevant documents to
be filed with the SEC, because they will contain important
information. Investors and security holders will be able to obtain
the documents free of charge at the SEC's website,
http://www.sec.gov/ . In addition, documents filed with the SEC by
Technology Solutions Company will be available free of charge from
Technology Solutions Company Investor Relations, 205 North Michigan
Avenue, Suite 1500, Chicago, Illinois 60601, 312-228-4560.
Documents filed with the SEC by ZAMBA Corporation will be available
free of charge from ZAMBA Corporation Investor Relations, 3033
Excelsior Blvd., Suite 200, Minneapolis, Minnesota 55416,
952-844-3113 . INTEREST OF CERTAIN PERSONS IN THE MERGER Technology
Solutions Company and ZAMBA Corporation, and their directors and
executive officers and other members of their management and
employees, may be deemed to be participants in the solicitation of
proxies from the stockholders of ZAMBA Corporation in connection
with the merger. The directors and executive officers of ZAMBA
Corporation have interests in the merger, some of which may differ
from, or may be in addition to, those of the respective
stockholders of ZAMBA Corporation generally. Those interests will
be described in greater detail in the Proxy Statement/Prospectus
with respect to the merger, which may include option, warrant and
stock holdings and indemnification. Information about the directors
and executive officers of ZAMBA Corporation and their ownership of
ZAMBA Corporation stock is set forth in ZAMBA Corporation's Annual
Report on Form 10-K for the fiscal year ended December 31, 2003.
Investors may obtain additional information regarding the interests
of the participants by reading the Proxy Statement/Prospectus when
it becomes available. CERTAIN FORWARD-LOOKING STATEMENTS AND
FACTORS THAT MAY AFFECT FUTURE RESULTS This press release contains
or may contain certain forward-looking statements concerning
Technology Solutions Company and ZAMBA Corporation's (the
Companies) respective financial position, results of operations,
cash flows, business strategy, budgets, projected costs and plans
and objectives of management for future operations, as well as
other statements including words such as "anticipate," "believe,"
"should," "plan," "estimate," "expect," "intend," and other similar
expressions. These forward-looking statements involve significant
risks and uncertainties. Although the Companies believe the
expectations reflected in such forward-looking statements are based
on reasonable assumptions, readers are cautioned that no assurance
can be given that such expectations will prove correct and that
actual results and developments may differ materially from those
conveyed in such forward-looking statements. Important factors that
could cause actual results to differ materially from the
expectations reflected in the forward-looking statements in this
press release include, among others, the Companies' ability to
manage the pace of technological change including the Companies'
ability to refine and add to their respective service offerings, to
adapt to technological changes, the Companies' ability to manage
the current downturn in their industry and respective businesses
and the economy in general, the Companies' ability to manage
current decreased revenue levels, attract new business and increase
revenues, attract and retain employees, accommodate a changing
business environment, general business and economic conditions in
the Companies' operating regions, market conditions and competitive
and other factors, the Companies' ability to continue to attract
new clients and sell additional work to existing clients and the
Companies' ability to manage costs and headcount relative to
expected revenues, all as more fully described in the Companies'
periodic reports filed with the Securities and Exchange Commission
from time to time. Such forward-looking statements speak only as of
the date on which they are made and the Companies do not undertake
any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this press release. If
the Companies do update or correct one or more forward-looking
statements, readers, investors and others should not conclude that
the Companies would make additional updates or corrections with
respect thereto or with respect to other forward-looking
statements. Actual results may vary materially. DATASOURCE:
Technology Solutions Company CONTACT: Michael Gorsage, President
and CEO of Technology Solutions Company, +1-312-228-4500, ; Michael
H. Carrel, President and CEO of ZAMBA Solutions, +1-952-844-3113,
Web site: http://www.techsol.com/ http://www.zambasolutions.com/
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