TEOCO to acquire TTI Telecom in an all-cash transaction

FAIRFAX, USA & ROSH HA'AYIN, ISRAEL: TEOCO Corp., a leader in providing cost, routing, and revenue management solutions to leading communications service providers worldwide, and TTI Team Telecom International Ltd, a global supplier of Operations Support Systems (OSS) to communications service providers, have entered into a definitive merger agreement, whereby TEOCO will acquire TTI Telecom in a transaction valued at approximately $58 million, subject to adjustments.

Under the terms of the merger agreement, TTI Telecom preferred and ordinary shareholders will receive US$3.00 per share in cash at the closing, without interest and less applicable withholding tax.

This purchase price per share may be increased or decreased at closing to the extent that TTI Telecom’s cash balance immediately prior to closing is above or below the respective agreed upon amounts, and will be decreased to the extent TTI Telecom’s transaction expenses are above an agreed upon amount, with a minimum share price of $2.90. The xompany advises that it currently does not expect an upward adjustment above the $3 per share merger consideration.

The price per share of $3 represents a premium of approximately 50 percent over the company's average closing share price during the 90 trading days ended June 8, 2010. The Board of Directors of TTI Telecom approved the agreement and recommended that TTI shareholders vote in favor of the transaction.