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Aviation Group Merger Partner Announces Acquisition and Letter of Intent for Transatlantic Strategic Partnership.


Business Editors

DALLAS--(BUSINESS WIRE)--May 26, 2000

Aviation Group, Inc. (Nasdaq:AVGP AVGP Armored Vehicle General Purpose
AVGP Asociación Valenciana de Gestión Pública (Spanish: Valencian Association for Public Management; www.uv.es/avgp) 
) (Boston Stock Exchange The Boston Stock Exchange (BSE) is a regional stock exchange located in Boston, Massachusetts. The third-oldest stock exchange in the United States, it was founded in 1834. On October 2nd, 2007 Nasdaq agreed to acquire BSE for $61 million. :AVG AVG Average
AVG American Volunteer Group (Flying Tigers)
AVG Antivirus Grisoft (software)
AVG Arteriovenous Graft
AVG Angestelltenversicherungsgesetz (German Insurance Law) 
) is pleased to announced that travelbyus.com ltd. (TSE See Tokyo Stock Exchange.

TSE

1. See Tokyo Stock Exchange (TSE).

2. See Toronto Stock Exchange (TSE).
:TBU TBU Tomas Bata University (Czech Republic, Zlin)
TBU Tertiary Butyl (chemistry)
TBU Tape Backup Unit
TBU To Be Updated
TBU This Binary Universe (band)
TBU True But Useless
) (Frankfurt Stock Exchange Frankfurt Stock Exchange

The largest of Germany's eight securities exchanges, operated by Deutsche Borse AS.
:TVB TVB Television Bureau
TVB Ti Voglio Bene (Italian: I Love You)
TVB Television Bureau of Advertising
TVB Television Broadcasts Limited (Hong Kong)
TVB Top Vs.
) and Travel24.com AG (Frankfurt Neuer Market:TVD TVD Tuvalu Dollar (ISO currency code)
TVD True Vertical Depth (oil drilling)
TVD Total-Variation-Diminishing
TVD Total Vertical Depth (oil and gas) 
) have reached a letter of intent for a cross-shareholding arrangement.

travelbyus.com has also recently announced that it has acquired Epoch Technology, Inc., a Dallas-based software development company. Aviation Group and travelbyus.com have previously announced their agreement for the acquisition of travelbyus.com by Aviation Group in a statutory arrangement under Canadian law.

Terms of the Travel24.com deal are expected to include the issuance by travelbyus.com of 13,800,000 of its common shares at an average price of US$2.50 in exchange for the delivery by Travel24.com of a combination of US$5 million in cash and the issuance of 1,482,594 shares of Travel24.com at an average price of US$19.90 (approximate Euros 22.00) per share. On a fully diluted basis if the cross-shareholding arrangement were completed currently, travelbyus.com would own approximately 13% of Travel24.com and Travel24.com would own approximately 15% of travelbyus.com. The deal is subject to meeting certain legal and regulatory conditions.

The cross shareholding arrangement may be followed by a merger among travelbyus.com and Travel24.com before 2001. Both travelbyus.com and Travel24.com intend to engage their financial advisers during the next six months to do valuation opinions. Such opinions will guide the respective boards of directors of the companies to determine if a full merger between the two companies would be of greater benefit to their respective shareholders.

In the Epoch Technology acquisition, travelbyus.com paid US$2 million in cash and issued 3,200,000 of its common shares valued at US$2.50 per share. Epoch Technology develops integrated software Separate software components or applications that have been combined into one package. See integrated software package.  for the travel, leisure and hospitality industry. The reservations system developed by Epoch Technology automates all reservations functions at a component level and is integrated with marketing, sales, operations, administration, accounting and finance systems. The reservations system is able to customize the itinerary of an individual traveler within minutes. travelbyus.com is using this software in its Web site.

Under the terms of its agreement with travelbyus.com, Aviation Group has provided to travelbyus.com consents for the letter of intent with Travel24.com and the acquisition of Epoch Technology, Inc.

travelbyus.com is an Internet-based travel company. travelbyus.com's Web site, www.travelbyus.com, provides consumers with on-line travel options 24 hours per day. Through the travelbyus.com Web site, consumers have the ability to browse travel options world-wide and to book travel reservations. In addition to offering consumers travel options through the Internet, travelbyus.com also offers the consumer travel options through 1-800 call centers and traditional travel agencies. Since April 1999, travelbyus.com has focused on completing strategic acquisitions to build the components of travelbyus.com's business model, which include product offerings, distribution, marketing and technology. travelbyus.com provides a broad range of travel products, targeted primarily at the leisure customer, including airline tickets, cruise packages and ground packages.

Aviation Group provides services and products to airline companies and other aviation firms primarily in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . Aviation Group's business consists of painting and paint stripping services for commercial and freight aircraft and the manufacture, sale and repair of aircraft batteries and aircraft and truck weighing scales. On May 10, 2000, Aviation Group completed its acquisition of Global Leisure Travel, Inc. Global Leisure is primarily engaged in the wholesale and retail sale of travel packages for both domestic and Pacific Island and Australian destinations. Travel packages created by Global Leisure include airline tickets, hotel accommodations, automobile rentals and other land components. Global Leisure contracts with vendors and primarily markets the packages directly to retail travel agents.

This press release shall not constitute an offer to sell or the solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to buy any securities nor shall there be any sale of any securities in any state or Canadian province Noun 1. Canadian province - Canada is divided into 12 provinces for administrative purposes
province, state - the territory occupied by one of the constituent administrative districts of a nation; "his state is in the deep south"
 in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws. Prospective investors are urged to read, when filed with the Securities and Exchange Commission, the joint proxy statement/prospectus and registration statement that will be filed by Aviation Group in connection with its proposed arrangement with travelbyus.com. After filing, these documents will be available for free at the Securities and Exchange Commission's EDGAR Edgar or Eadgar (both: ĕd`gər), 943?–975, king of the English (959–75), son of Edmund, king of Wessex. In 957 the Mercians and Northumbrians rebelled against Edgar's brother Edwy and chose Edgar as their king.  Web site at www.sec.gov and may be obtained for free from Aviation Group upon request.

Except for the historical information contained herein, this press release contains statements that constitute forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
, as defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that may cause or contribute to such differences include, among other things, the ability to close the proposed transaction disclosed above, dependence on certain vendors, changes in the travel industry, seasonability of business, risk of future losses from operations, regulation and development of the Internet, brand identification of travelbyus.com's business, declines in travel commission rates, technological changes, the ability to sell or merge all or a portion of Aviation Group's businesses, environmental regulation and increased competition in the on-line travel services industry. Other risks and uncertainties include changes in business conditions and the economy in general, changes in governmental regulations, unforeseen liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts.

A type of proceeding pursuant to federal Bankruptcy
 and other risk factors identified in public filings by Aviation Group or travelbyus.com under "Risk Factors." Aviation Group does not undertake any obligation to update these forward-looking statements for revisions or changes after the date of this press release.
COPYRIGHT 2000 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2000, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:May 26, 2000
Words:956
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