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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/