Technology Solutions Company Announces Approval of Plan of Liquidation and Dissolution by Board of Directors

Tue Feb 10, 2009 4:30pm EST

* Reuters is not responsible for the content in this press release.

CHICAGO--(Business Wire)--
Technology Solutions Company (NASDAQ: TSCC), a software and services company
focused on the healthcare provider market, today announced that its Board of
Directors has determined, after extensive and careful consideration of the
Company`s strategic alternatives and analysis of the prevailing economic and
industry conditions, that it is in the best interests of the Company and its
stockholders to liquidate the Company's assets and to dissolve the Company. The
Company's Board of Directors has approved a Plan of Complete Liquidation and
Dissolution of the Company (the "Plan"), subject to stockholder approval. The
Company intends to hold a special meeting of stockholders to seek approval of
the Plan and will file related proxy materials with the Securities and Exchange
Commission ("SEC") in the near future. Prior to the special meeting, the Company
will reduce its headcount to a limited number of employees who will assist
through the termination of operations. 

The Plan contemplates an orderly wind down of the Company's business and
operations. If the Company's stockholders approve the Plan, the Company intends
to file a certificate of dissolution, sell or otherwise dispose of its non-cash
assets, satisfy or resolve its remaining liabilities and obligations, including
but not limited to contingent liabilities and claims, ongoing client agreements,
lease obligations, severance for terminated employees, and costs associated with
the liquidation and dissolution, and make one or more distributions to its
stockholders of cash available for distribution, subject to applicable legal
requirements. The Plan, upon approval of stockholders, provides for an initial
cash distribution currently estimated to be in the amount of $2.00 per share.
Following stockholder approval of the Plan and the filing of a certificate of
dissolution, the Company will delist its common stock from NASDAQ. 

If, prior to its dissolution, the Company receives an offer for a corporate
transaction that will, in the view of the Board of Directors, provide superior
value to stockholders than the value of the estimated distributions under the
Plan, taking into account all factors that could affect valuation, including
timing and certainty of closing, credit market risks, proposed terms and other
factors, the Plan and dissolution could be abandoned in favor of such a
transaction. 

IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC. 

This press release is for informational purposes only. It is not a solicitation
of a proxy. In connection with the Plan, the Company intends to file with the
Securities and Exchange Commission a proxy statement and other relevant
materials. THE COMPANY'S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND
THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PLAN. Stockholders may
obtain a free copy of the proxy statement and the other relevant materials (when
they become available), and any other documents filed by the Company with the
SEC, at the SEC's web site at http://www.sec.gov. In addition, the Company will
mail a copy of the definitive proxy statement to stockholders of record on the
record date when it becomes available. A free copy of the proxy statement, when
it becomes available, and other documents filed with the SEC by the Company may
also be obtained by directing a written request to: Technology Solutions
Company, Attn: Chief Financial Officer, 55 E. Monroe, Suite 2600, Chicago,
Illinois 60603, or accessing the "Investors" section of the Company's website at
http://www.techsol.com. Stockholders are urged to read the proxy statement and
the other relevant materials when they become available before making any voting
or investment decision with respect to the Plan. 

ABOUT Technology Solutions Company

Technology Solutions Company (TSC) is a software and services firm providing
business solutions that partners with clients to expose and leverage
opportunities that create, deliver, visualize and sustain customer value. Our
outside-in, fact-based approach quantifies value through the eyes of our
client`s customers, unleashing the potential for profit and growth. TSC serves
the healthcare industry through tailored business solutions. For more
information, please visit www.techsol.com. 

CERTAIN FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This press release contains or may contain certain forward-looking statements
concerning TSC`s 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," "plan," "estimate," "expect," "intend," and other
similar expressions. These forward-looking statements involve significant risks
and uncertainties. Although TSC believes that 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. TSC claims the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 for all forward-looking statements.
Factors that could cause actual results to differ materially from the
expectations reflected in the forward-looking statements in this press release
are described in TSC's filings with the Securities and Exchange Commission,
press releases and other communications. Forward-looking statements are not
guarantees of performance. Such forward-looking statements speak only as of the
date on which they are made and, except as may be otherwise required by law, TSC
does not undertake any obligation to update any forward-looking statement to
reflect events or circumstances after the date of this press release. If TSC
does update or correct one or more forward-looking statements, investors and
others should not conclude that TSC will make additional updates or corrections
with respect thereto or with respect to other forward-looking statements. Actual
results may vary materially.





Technology Solutions Company
Timothy Rogers
(O) 312-228-4500
Chief Financial Officer
Tim_rogers@techsol.com



Copyright Business Wire 2009

Comments (0)
This discussion is now closed. We welcome comments on our articles for a limited period after their publication.