(1) Complete the ADP voter instruction card or form of proxy,
vote against the acquisition proposal, check the box for
conversion on the ADP voter instruction card or form of proxy,
and submit the ADP voter instruction card or form of proxy before
the date of the special meeting of stockholders.
(2) If the shares are held in "street name," instruct the account
executive at the Converting Stockholder's bank or broker to withdraw
the shares from the Converting Stockholder's account and request
that a physical stock certificate be issued in the Converting
Stockholder's name. As described below, Federal Services' stock
transfer agent, Continental Stock Transfer & Trust Company, can
assist with this process and reduce the movement of physical
certificates.
(3) No later than 5:00 pm, New York City time, on January 10, 2007
(the business day before the special meeting of stockholders to
be held on January 11, 2007):
(a) present the physical stock certificate (together with necessary
stock powers, letter of instructions and the certificate referred
to below) to Continental Stock Transfer & Trust Company, Federal
Service's transfer agent at the following address: Continental
Stock Transfer & Trust Company, 17 Battery Place, New York, NY
10004, Attn: Mark Zimkind, Tel. 212-845-3287, Fax 212-616-7616,
together with written instructions that the Converting
Stockholder wishes to convert its shares into the Converting
Stockholder's pro rata share of the trust account; and
(b) provide to Continental Stock Transfer & Trust Company, with the
stock certificate, a written certificate addressed to Federal
Services to the effect that (i) the Converting Stockholder is a
holder of record as of the Record Date for purposes of the
special meeting of stockholders, (ii) the Converting Stockholder
has held the shares the Converting Stockholder seeks to convert
since the Record Date, and (iii) the Converting Stockholder will
continue to hold the shares through the closing date of the
acquisition.
Certificates that have not been tendered in accordance with these
procedures by 5:00 pm New York City time on January 10, 2007 will not be
converted into cash. In the event a Converting Stockholder tenders shares
and later decides that it does not want to convert shares, such Converting
Stockholder will need to make arrangements with Continental Stock Transfer
& Trust Company, at the telephone number stated above, to withdraw the
tender. In order to be effective, withdrawals of previously tendered
shares must be completed by 5:00 pm, New York City time, on January 10,
2007.
Stockholders who wish to convert and tender their shares may contact Mark
Zimkind of Continental Stock Transfer & Trust Company, at (212) 845-3287,
for assistance in making the necessary arrangements. Stockholders are
urged to contact Mr. Zimkind as early as possible, and in any event by
January 8, 2007.
Stockholders who have questions concerning the proposed acquisition or any
other aspect of the special meeting should contact Morrow & Co., Inc. at
800-573-4412 or Dr. Edward H. Bersoff of Federal Services at 703-288-1949.
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 and Stuart R. Lloyd,
formerly Senior Vice President and Chief Financial Officer of PEC
Solutions, Inc. will become Chief Financial Officer of Federal Services
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 board members of
Federal Services include: Joseph A. Saponaro, formerly President of L-3
Government Services, Inc. and Edward J. Smith, President of Barnegat Bay
Capital Inc.
Additional information about Federal Services may be found at
http://www.fedsac.com
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.
ADDITIONAL INFORMATION
Stockholders of Federal Services are urged to read 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
statement contains important information regarding ATS and the transaction.
Copies of the proxy statement and other relevant documents filed by Federal
Services, which contain information about Federal Services and ATS, are
available without charge at the U.S. Securities and Exchange Commission's
Internet site (http://www.sec.gov). The definitive proxy statement 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 statement 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 Email Contact