NEW YORK, NY -- (MARKET WIRE) -- December 4, 2006 -- Federal Services Acquisition Corporation
("Federal Services") (
OTCBB:
FDSA) (
OTCBB:
FDSAU) (
OTCBB:
FDSAW), a Special
Purpose Acquisition Company formed to acquire an operating business in the
federal services and defense industries, today announced that its Board of
Directors has set January 11, 2007 as the date of the Special Meeting of
Stockholders at which stockholders will vote on, among other proposals,
Federal Services' previously announced proposed acquisition of Advanced
Technology Systems, Inc. ("ATS") of McLean, VA. The meeting will be held
at 10:00 am at the offices of ATS. Federal Services' Board also fixed the
close of business on December 11, 2006 as the record date for holders of
shares of the Company's common stock to vote at the special meeting.
Federal Services also announced that the Company and the shareholders of
ATS have amended the stock purchase agreement to extend, from November 30,
2006 to January 15, 2007, the date after which the ATS shareholders may
terminate the agreement if the acquisition has not closed.
ABOUT ATS
ATS, headquartered in McLean, Virginia, is a leading provider of systems
integration and application development, IT infrastructure management and
strategic IT consulting services to U.S. federal government agencies. Since
its founding in 1978, ATS has been recognized for its custom software
development and software integration capabilities and its deep domain
expertise in federal government financial, human resource and data
management systems.
ATS is currently executing on over 140 contracts for multiple civilian and
defense agencies including: The Department of Homeland Security; The Office
of the Secretary of Defense; Defense Logistics Agency; The U.S. Air Force;
The Department of Housing and Urban Development; and Pension Benefit
Guarantee Corporation. The majority of ATS' contractual relationships are
long-term in nature, and many of its customer relationships have been in
place for over a decade. ATS derived approximately 90% of its total revenue
in fiscal 2005 from contracts with the U.S. government and
government-sponsored enterprises. The majority of its work is performed
under time and material (T&M) and fixed price contracts.
Over the past 28 years, ATS has built and implemented over 100
mission-critical systems for clients. This large installed base of work
provides continuous opportunities for maintenance and upgrades, and
positions ATS to address legacy software and systems issues and perform
complex migration projects as clients move to next generation technologies.
With over 600 employees possessing diverse, hard-to-replicate technical
skills, institutional knowledge and insight accumulated over nearly three
decades, ATS competes effectively for prime and sole source service
contracts and has succeeded in recent years in expanding its reach and
presence in the federal services market.
ATS' financial management software expertise assists clients preparing for
the government's increased financial accountability standards. ATS' data
management systems expertise allows clients to increase efficiency with
better human resource and case management tracking capabilities, while also
allowing them to organize and track information easily. Additionally, ATS'
IT outsourcing capabilities provide ATS with an opportunity to develop
long-term value added partnerships with clients that allow end-users and
government agencies to focus on core mission priorities, while reducing
expenditures on systems management.
In addition, ATS leverages its IT services, management consulting, and
software and systems development solutions expertise into financial
institutions, insurance companies and government sponsored enterprises
through a wholly-owned subsidiary, Appix, Inc. ("Appix"). Appix is one of
the largest providers of outsourced professional services at Fannie Mae and
currently serves many Fortune 500 financial services and insurance
companies. Appix has experienced strong organic growth, which has been
complemented by small strategic acquisitions.
Additional information about ATS may be found at
http://www.atsva.com.
ABOUT FEDERAL SERVICES
Federal Services is a blank check company that was formed to acquire an
operating business in the federal services and defense industries. Federal
Services consummated its initial public offering on October 25, 2005,
receiving net proceeds of approximately $119 million through the sale of
21,000,000 units of its securities at $6.00 per unit. The Board of
Directors of Federal Services includes Dr. Edward H. Bersoff, the founder
and former CEO of BTG, Inc., a federal services company that was sold to
The Titan Corporation, and Joel R. Jacks and Peter M. Schulte, the
co-founders of CM Equity Partners, a private equity firm that has completed
several federal services acquisitions. Dr. Bersoff will become Chairman and
Chief Executive Officer of Federal Services and ATS upon consummation of
the transaction. Joel Jacks and Peter Schulte will remain board members of
Federal Services following the closing, and will no longer hold executive
management positions.
Additional information about Federal Services may be found at
http://www.fedsac.com
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are statements that are not historical facts. Such
forward-looking statements are based upon the current beliefs and
expectations of Federal Services' management and are subject to risks and
uncertainties which could cause actual results to differ from the
forward-looking statements. The following factors, among others, could
cause actual results to differ from those set forth in the forward-looking
statements:
-- Federal Services being a development stage company with no operating
history;
-- Federal Services' dependence on key personnel, some of whom may not
remain with Federal Services following a business combination;
-- risks that the acquisition of ATS or another business combination may
not be completed due to failure of the conditions to closing being
satisfied or other factors;
-- Federal Services personnel allocating their time to other businesses
and potentially having conflicts of interest with our business;
-- Federal Services potentially being unable to obtain additional
financing to complete a business combination;
-- the ownership of Federal Services' securities being concentrated; and
-- risks associated with the federal services sector in general and the
defense and homeland security sectors in particular;
as well as other relevant risks detailed in Federal Services' filings with
the U.S. Securities and Exchange Commission. The information set forth
herein should be read in light of such risks. Federal Services does not
assume any obligation to update the information contained in this press
release.
ADDITIONAL INFORMATION
Stockholders of Federal Services are urged to read each preliminary proxy
statement and, when available, its definitive proxy statement related to a
special meeting of stockholders that will be held to vote on, among other
proposals, its proposed acquisition of ATS. Such proxy statements contain
important information regarding ATS and the transaction. Copies of the
proxy statements and other relevant documents filed by Federal Services,
which contain information about Federal Services and ATS, are available
when filed and without charge at the U.S. Securities and Exchange
Commission's Internet site (
http://www.sec.gov). The definitive proxy
statement, when available, may also be obtained from Federal Services
without charge by directing a request to Federal Services Acquisition
Corporation, 900 Third Avenue, 33rd Floor, New York, New York 10022-4775.
Federal Services and its directors and executive officers may be deemed to
be participants in the solicitation of proxies in respect of the proposed
acquisition of ATS. Information regarding Federal Services' directors and
executive officers is available in its Form 10-K for the year ended
December 31, 2005, filed with the U.S. Securities and Exchange Commission.
Other information regarding the participants in the proxy solicitation and
a description of their direct and indirect interests, by security holdings
or otherwise, are contained in the proxy statements filed with the U.S.
Securities and Exchange Commission.
Contact Information: Company Contact:
Joel R. Jacks
Chairman and Chief Executive Officer
Federal Services Acquisition Corporation
(646) 403-9765
Investor Relations Contact:
Laura Kowalcyk
Investor Relations
CJP Communications for Federal Services Acquisition Corporation
(212) 279-3115 ext. 209
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