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
Federal Services Stockholders Approve Acquisition of Advanced Technology Systems, Inc.
| Source: Federal Services Acquisition Corporation
NEW YORK, NY -- (MARKET WIRE) -- January 12, 2007 -- 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, announced today that its
stockholders have approved the Company's previously announced proposed
acquisition of Advanced Technology Systems, Inc. ("ATS") by more than the
required margin. In addition, holders of fewer than 20% of the Company's
shares issued in its initial public offering elected to exercise their
right to convert shares into a pro rata portion of the proceeds of the
Company's initial public offering placed in a trust account. These
circumstances permit the acquisition of ATS to proceed.
Joel R. Jacks, Federal Services' Chairman and Chief Executive Officer,
said, "In light of the sentiment of our stockholders in favor of the
acquisition of Advanced Technology Systems, Inc., Federal Services intends
to complete the transaction on or about January 16, 2007."
Stockholders also approved amendments to Federal Services' Certificate of
Incorporation to, among other things, change Federal Services' name to "ATS
Corporation," approved the Company's 2006 Omnibus Incentive Compensation
Plan, and elected Dr. Edward H. Bersoff as a member of the Federal Services
Board for a term expiring in 2009.
FORWARD-LOOKING STATEMENTS
This document may contain "forward-looking statements" -- that is,
statements related to future -- not past -- events, plans, and prospects.
In this context, forward-looking statements may address matters such as our
expected future business and financial performance, and often contain words
such as "guidance," "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "should," or "will." Forward-looking statements by
their nature address matters that are, to different degrees, uncertain.
For Federal Services, particular uncertainties that could adversely or
positively affect the Company's future results include: risks related to
the government contracting industry, including possible changes in
government spending priorities; risks related to the Company's business,
including its dependence on contracts with U.S. Federal Government agencies
and departments and continued good relations, and being successful in
competitive bidding, with those customers; uncertainties as to whether
revenues corresponding to the Company's contract backlog will actually be
received; risks related to the implementation of its strategic plan,
including the ability to make acquisitions and the performance and future
integration of acquired businesses; and other risks and uncertainties
disclosed in the Company's filings with the Securities and Exchange
Commission. These uncertainties may cause Federal Services' actual future
results to be materially different than those expressed in the Company's
forward-looking statements. Federal Services does not undertake to update
its forward-looking statement.
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 its special meeting of stockholders held on January
11, 2007, as adjourned, 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.