Mikros Systems Corp. (fka MKRS)

[smw2340]

Wonder if something similar might come to MKRS....

https://seekingalpha.com/filing/3559884

TSR RECEIVES OFFER TO ACQUIRE OUTSTANDING SHARES OF TSR COMMON STOCK



TSR, Inc. (Nasdaq:TSRI) (“TSR” or the “Company”) announced today that Zeff Capital L.P. (“Zeff Capital”), a Delaware limited partnership that owns approximately 7.2% of TSR’s common stock, filed an amended Schedule 13D with the Securities and Exchange Commission on May 18, 2017. This filing reported that on May 17, 2017, Zeff Capital delivered a letter to the Company indicating, among other things, Zeff Capital’s interest, expressed on behalf of its affiliated investment funds, in acquiring all of the outstanding shares of common stock not already owned by Zeff Capital or its affiliates for $6.15 per share, in cash. In addition, Zeff Capital’s letter states that the proposed purchase price represents a premium of approximately 27% over the closing price of TSR common stock on May 17, 2017. The filing states that the proposal is conditioned upon, among other things, completion of satisfactory due diligence, completion of a financing plan, negotiation of mutually acceptable definitive agreements and the satisfaction (or waiver) of the then conditions expected to be set forth in such agreements.

Board of Directors

c/o Joseph Hughes, Chairman

TSR, Inc.

400 Oser Avenue

Hauppauge, NY 11788



Dear Joe,



Zeff Capital L.P, ("Zeff Capital") on behalf of our affiliated investment fund, is pleased to inform you of our interest in acquiring all of the outstanding shares of common stock of TSR, Inc. ("TSRI") not already owned by us or our affiliates, for $6.15 per share in cash. This proposal represents a premium of approximately 27% over the closing price on May 17, 2017. Zeff Capital is the largest outside shareholder of TSRI and currently owns 140,627 shares of the company's common stock, which represents approximately 7.2% of TSRI's outstanding stock.



Zeff Capital has been a loyal, long term investor in TSRI for more than a decade, but our patience has run out. TSRI's management has been unable to achieve profitable growth, producing a mere $200,000 in cumulative net income over the past five years from Fiscal 2013-2017. During that same time period, TSRI has paid out a total of approximately $5 million in salary and bonuses to you and your son Chris, and a total of more than $6 million including VP John Sharkey. Nothing has been distributed to shareholders since the last dividend in November 2012, and while you have expressed your intention to cause TSRI to pay a dividend within the next two years, we have no assurance that this will actually occur. TSRI cannot exist solely for the purpose of paying your family and senior management.



At the current price of $4.85 per share, TSRI's stock is trading for a pitiful enterprise value of $3.4 million, on $60 million in revenues and $10 million in gross profit per year. That is a ridiculous valuation for a U.S. listed company and it is due to lack of faith and trust in management.



As early as February 2017, you indicated that TSRI would be pursuing a sale process and was seeking to engage an investment bank for that purpose. Based on recent conversations, it appears that plans to pursue a strategic transaction have been abandoned.



Moreover, you have indicated that you intend to retire in the relatively near term. Your retirement and Chris' ascension to CEO would not change TSRI's prospects and your shareholders would continue to suffer indefinitely.