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AVIEL Systems, Inc. to Merge with TAC; AVIEL's John Chapel to Remain Chairman, CEO and President.


MCLEAN, Va. -- AVIEL Systems, Inc., a provider of IT and program management consulting solutions to the federal government in areas critical to national security, transportation and defense, announced today the signing of a definitive agreement to merge with TAC 1. TAC - Translator Assembler-Compiler. For Philco 2000.
2. TAC - Terminal Access Controller.
 Acquisition Corporation ("TAC") (OTC Bulletin Board OTC Bulletin Board

An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system.
:TACA TACA Talk About Curing Autism
TACA Tennessee Association of Craft Artists
TACA Turkish American Cultural Alliance
TACA Texas Aggregates and Concrete Association (Austin, Texas)
TACA Transportes Aereos Centro-Américanos
). According to the terms of the agreement, TAC will acquire by way of merger all of the outstanding capital stock of AVIEL for approximately $60 million, and will assume an estimated $40 million of AVIEL's existing debt, which will be repaid following closing.

AVIEL Chairman, CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  and President, John Chapel, highlighted the strategic opportunity for AVIEL: "We are extremely excited about this opportunity. It will provide us with the necessary resources to pursue strategic acquisitions and make investments for continued organic growth."

AVIEL was formed earlier this year to serve as a holding company for OPTIMUS Corporation and Performance Management Consulting, Inc. (PMC (1) See Portable Media Center.

(2) (PCI Mezzanine Card) A PCI-based mezzanine card that is widely adapted to VMEbus, CompactPCI and PCI cards.
). Both OPTIMUS and PMC have deep, historical relationships with many agencies, including those within the Department of Homeland Security Noun 1. Department of Homeland Security - the federal department that administers all matters relating to homeland security
Homeland Security

executive department - a federal department in the executive branch of the government of the United States
 (DHS DHS Department of Homeland Security (USA)
DHS Department of Human Services
DHS Department of Health Services
DHS Demographic and Health Surveys
DHS Dirhams (Morocco national currency) 
) and the Federal Aviation Administration Federal Aviation Administration (FAA), component of the U.S. Department of Transportation that sets standards for the air-worthiness of all civilian aircraft, inspects and licenses them, and regulates civilian and military air traffic through its air traffic control  (FAA). Over half of the Company's employees hold high level security clearances or have passed National Agency Checks. The Company serves as the prime contractor on a significant portion of its contracts. For the fiscal year ended December 31, 2005, AVIEL had $76.5 million in pro-forma revenues and approximately $11 million in pro-forma EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become (1).

Chapel has had more than 30 years of experience in the federal government and commercial markets. Prior to AVIEL, Chapel served as COO and Executive Vice President of Computer & Hi-Tech Management, a $92M professional services company specializing in providing IT services and solutions to the Department of Defense and public sector, where he led the company's successful transformation and, ultimately, its sale. He played a similar role as President and COO of Andrulis Corporation, tripling the IT services firm's revenues in three years to $37M, and facilitating the company's sale. Before that, Chapel served as Vice President and Chief Financial Officer of the Systems Engineering Group of ManTech International Corporation, where he successfully managed a $145M, 1,200-person unit involved in providing personnel and IT services in both the public and private sectors.

Commenting on the merger, Jonathan Cohen, TAC Chairman of the Board and CEO stated, "AVIEL has not only well established itself within this dynamic government IT sector, but it has also achieved impressive growth with solid margins." AVIEL's Chairman, CEO and President, John Chapel, will remain Chairman, CEO and President of the company after consummation of the transaction. TAC's current Chairman and CEO, Jonathan Cohen, will resign his current duties, but will remain a director. The Company also intends to apply for listing on the Nasdaq National Market under the symbol "AVEL A`vel

v. t. 1. To pull away.
Yet are not these parts avelled.
- Sir T. Browne.
". The Company will continue to operate under the name AVIEL Systems, Inc. and will continue to be headquartered in McLean, Virginia.

TAC is a blank check Blank check

A check that is duly signed, but the amount of the check is left blank to be supplied by the drawee.
 company, also known as a special purpose acquisition company ("SPAC SPAC Saratoga Performing Arts Center (New York)
SPAC Special Purpose Acquisition Company
SPAC Sustainable Production and Consumption
SPAC Student Professional Awareness Conference
SPAC State Public Affairs Committee
"). TAC was formed and funded with the intent to purchase an operating business in the technology-related sector.

(1) EBITDA, a metric sometimes used to measure performance, is defined as net income (loss) from continuing operations continuing operations

Parts of a business that are expected to be maintained as an ongoing segment of an overall business operation. Income and losses from continuing operations are reported separately if any segments have been discontinued during the
, plus interest expense net of interest income, income taxes and depreciation and amortization. EBITDA is not a recognized term under U.S. GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
 and does not purport to be an alternative to net income as a measure of operating performance or to cash flows from operational activities as a measure of liquidity. The financial figures for 2005 are presented pro forma to reflect the acquisition of PMC by OPTIMUS as if it occurred on January 1, 2005 (the acquisition was consummated September 22, 2005) and to reflect certain nonrecurring expenses incurred during 2005 related to the acquisition of PMC by OPTIMUS and the Company's reorganization. Accordingly, these figures are not a completely representative measure of either the historical performance or, necessarily, the future potential of AVIEL.

Additional Information

Capitalink, L.C., provided a fairness opinion to TAC for this transaction. AVIEL is being advised by BB&T Capital Markets/Windsor Group. The transaction is expected to close in the third quarter of this year, subject to customary closing conditions, including the approval of TAC's stockholders and that holders of less than 20% of TAC's common stock shall have exercised their conversion rights.

In connection with the proposed transaction, TAC will be filing a proxy statement and relevant documents with the Securities and Exchange Commission. Accordingly, please be advised that the information provided in this announcement may be adjusted and presented differently in the audited financial statements of AVIEL required to be included in the proxy statement prepared to solicit TAC stockholder approval of the acquisition.

About AVIEL Systems, Inc.

CEO John Chapel incorporated AVIEL Systems, Inc. in January 2006 in order to bring AVIEL Systems, Inc.'s two subsidiaries, OPTIMUS and PMC, together under a single banner. These companies have been a provider of goods and services In economics, economic output is divided into physical goods and intangible services. Consumption of goods and services is assumed to produce utility (unless the "good" is a "bad"). It is often used when referring to a Goods and Services Tax.  to the U.S. government since 1992. OPTIMUS and PMC focus on providing IT and program management consulting solutions to various agencies of the U.S. Government with a particular focus in the Homeland Defense and Civilian Aviation arenas. For more information, visit www.avielinc.com.

About TAC Acquisition Corporation

TAC Acquisition Corp. is a publicly-traded company formed for the purpose of acquiring an operating business in the following technology-related sectors: software, IT services, media, telecommunications, semiconductor, hardware, internet and technology-enabled services. Approximately $120 million of net proceeds was raised through TAC's initial public offering in June 2005 (symbol:TACA).
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Jun 12, 2006
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