News Release
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FOR IMMEDIATE RELEASE Contact: Robert F. Gallagher, CFO
651-490-2756
TSI STRONGLY URGES STOCKHOLDERS TO VOTE WITH THE COMPANY
USING THE WHITE PROXY; WILL REVIEW $14 HOSTILE UNSOLICTED
TENDER WHEN RECEIVED
SHOREVIEW, Minn., July 12
TSI Incorporated said that its Board of Directors has not seen the terms of an
announced $14 hostile tender offer from JJF Acquisition, Inc., headed by John J.
Fauth, but will review the offer when it is received. In the meantime, TSI urges
stockholders to vote with the Company using their white proxy.
Donald M. Sullivan, TSI Board member and past Chairman and CEO of MTS Systems
Corporation, commented, "The TSI Board is comprised of a majority of outside
directors who are experienced and independent-thinking business people who will
act in the best interests of stockholders. Irrespective of Fauth's pending
offer, we believe there is no need for a change in the make-up of the Board or
the Company's bylaws or articles. We also believe the stockholders will continue
to be better served by remaining independent from Mr. Fauth at a time they are
attempting an unfriendly takeover. If TSI's anti-takeover provisions are
eliminated, including those provided by Minnesota law, Mr. Fauth would be able
to take control of TSI through a combination of stock purchases and proxy
contests without the approval of a majority of the stockholders or the Board of
Directors."
TSI has been working with William Blair & Company as its financial advisor and
Gray, Plant, Mooty, Mooty & Bennett as its legal counsel. They will assist the
Board in evaluating Fauth's unsolicited offer. TSI urges its stockholders to
take no action with respect to Fauth's unsolicited offer until its Board of
Directors has an opportunity to see the terms of the latest offer and make a
recommendation. TSI will send its recommendation to stockholders as promptly as
possible and not later than 10 business days following the commencement of the
offer.
TSI is a diversified, worldwide leader in providing measuring instruments for
two major market areas: the safety, comfort and health of people; and
productivity and quality improvement. The Company's common stock is traded on
the national over-the-counter market under the Nasdaq symbol "TSII." For more
information visit the Company's website at http://www.tsi.com.
If you have any questions, please call our proxy solicitors, Corporate Investor
Communications, Inc., toll free at (877) 460-9337.
TSI Incorporated 500 Cardigan Road P.O. Box 64394 St. Paul, MN 55164 USA
