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For Immediate Release: AVIEL Systems, Inc. to Merge with TAC AVIEL Chairman, CEO 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). Both OPTIMUS and PMC have deep, historical relationships with many agencies, including those within the Department of Homeland Security (DHS) and the Federal Aviation Administration (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 EBITDA1. 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”. The Company will continue to operate under the name AVIEL Systems, Inc. and will continue to be headquartered in McLean, Virginia. (1) EBITDA, a metric sometimes used to measure performance, is defined as net income (loss) from continuing operations, plus interest expense net of interest income, income taxes and depreciation and amortization. EBITDA is not a recognized term under U.S. 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 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).
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