EX-99.1
11
v063264_ex99-1.htm
Unassociated Document
Company
Contact
Investor
Relations:
Harvey
Weiss
John
McNamara
Chief
Executive Officer
Cameron
Associates
Fortress
America Acquisition Corporation
212-245-8800
Ext. 205
703-528-7073
Ext. 102
john@cameronassoc.com
hweiss@fortressamerica.net
FORTRESS
AMERICA ACQUISITION CORPORATION
COMPLETES
ACQUISITION OF TSS/VORTECH
Company
Changing Name to "Fortress International Group"
ARLINGTON,
VA - January 19, 2007 -
Fortress
America Acquisition Corporation (FAAC, FAACU, FAACW) today completed its
acquisition of VTC, L.L.C. (doing business as Total Site Solutions) and Vortech,
LLC, two days after receiving approval from the public stockholders of the
Company. Less than 10%
of
the Company's public stockholders elected to convert their shares to
cash.
Harvey
Weiss, Chairman of the Company, said, "These are excellent results. This
means that stockholders delivered a strong vote of confidence in the quality
of
the transaction, the companies being acquired, and their management".
In
connection with the closing, Fortress America is changing its name to "Fortress
International Group, Inc." The acquired companies are now wholly-owned
subsidiaries of Fortress and will operate under the name Total Site Solutions
(TSS). After the payments made in the acquisition and required payments to
stockholders who exercised their conversion rights, the trust account will
release to the Company over $29 million, or $2.46 in cash for each of the
11,966,213 shares outstanding after the acquisition.
Tom
Rosato, Chief Executive Officer of Fortress, said "We are looking forward
to our future as a public operating company. Total Site Solutions has a
highly respected name in the mission-critical sector. The stronger balance
sheet
and increased working capital that this transaction provides the business will
enable TSS to compete for much larger contracts than in the past. Our
bonding capacity will jump to $300 million, and the Company has today over
$30
million to finance its acquisition strategy and recently announced stock
repurchase program".
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 Fortress, particular uncertainties that could
adversely or positively affect the Company's future results include: the
Company's reliance on a significant portion of its revenues from a limited
number of customers; the uncertainty as to whether the Company can replace
its
declining backlog; risks involved in properly managing complex projects; risks
relating to revenues under customer contracts, many of which can be canceled
on
short notice; risks related to the implementation of the Company's 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 the Company's actual future results to be materially
different than those expressed in the Company's forward-looking statements. The
Company does not undertake to update its forward-looking
statements.
ABOUT
FORTRESS
Fortress
was established in December 2004 for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition or other business combination,
operating businesses in the homeland security industry.
ABOUT
TOTAL SITE SOLUTIONS
VTC,
L.L.C., doing business as Total Site Solutions ("TSS"), supplies industry and
government with secure data centers and other mission critical facilities
designed to survive terrorist attacks, natural disasters, and blackouts. TSS's
comprehensive suite of services, multi-disciplinary expertise, and products
provide customers a single source for critical deliverables. Headquartered
in
the Baltimore-Washington Corridor, with offices in San Francisco and Atlanta,
TSS clients and the end users of its services include the world's most demanding
organizations, including Fortune 500 firms and U.S. Government agencies. For
more information, call 866-363-4TSS (4877) or visit www.totalsiteteam.com.
ABOUT
VORTECH, LLC
Vortech,
LLC ("Vortech") provides secure data and voice networks as well as redundant
power for government and industry mission-critical facilities. A leader in
structured cabling solutions, power system installations, and emergency
power solutions for data center and high technology environments, Vortech also
provides value-added systems and network integration services for perimeter
security and access control where physical security and information technology
intersect. For more information, visit www.govortech.com.

EX - 99 . 1 11 v063264 _ ex99 - 1 . htm Un associated Document Company Contact Investor Relations : Harvey Weiss John McNamara Chief Executive Officer Cameron Associates Fortress America Acquisition Corporation 212 - 245 - 8800 Ext . 205 703 - 528 - 7073 Ext . 102 john@cameronassoc.com hweiss@fortressamerica.net FORTRESS AMERICA ACQUISITION CORPORATION COMPLETES ACQUISITION OF TSS / VORTECH Company Changing Name to " Fortress International Group " ARLINGTON , VA - January 19 , 2007 - Fortress America Acquisition Corporation ( FAAC , FAACU , FAACW ) today completed its acquisition of VTC , L . L . C . ( doing business as Total Site Solutions ) and Vortech , LLC , two days after receiving approval from the public stockholders of the Company . Less than 10 % of the Company 's public stockholders elected to convert their shares to cash . Harvey Weiss , Chairman of the Company , said , " These are excellent results . This means that stockholders delivered a strong vote of confidence in the quality of the transaction , the companies being acquired , and their management " . In connection with the closing , Fortress America is changing its name to " Fortress International Group , Inc . " The acquired companies are now wholly - owned subsidiaries of Fortress and will operate under the name Total Site Solutions ( TSS ) . After the payments made in the acquisition and required payments to stockholders who exercised their conversion rights , the trust account will release to the Company over $ 29 million , or $ 2.46 in cash for each of the 11,966,213 shares outstanding after the acquisition . Tom Rosato , Chief Executive Officer of Fortress , said " We are looking forward to our future as a public operating company . Total Site Solutions has a highly respected name in the mission - critical sector . The stronger balance sheet and increased working capital that this transaction provides the business will enable TSS to compete for much larger contracts than in the past . Our bonding capacity will jump to $ 300 million , and the Company has today over $ 30 million to finance its acquisition strategy and recently announced stock repurchase program " . 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 Fortress , particular uncertainties that could adversely or positively affect the Company 's future results include : the Company 's reliance on a significant portion of its revenues from a limited number of customers ; the uncertainty as to whether the Company can replace its declining backlog ; risks involved in properly managing complex projects ; risks relating to revenues under customer contracts , many of which can be canceled on short notice ; risks related to the implementation of the Company ' s 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 the Company 's actual future results to be materially different than those expressed in the Company 's forward - looking statements . The Company does not undertake to update its forward - looking statements . ABOUT FORTRESS Fortress was established in December 2004 for the purpose of acquiring , through a merger , capital stock exchange , asset acquisition or other business combination , operating businesses in the homeland security industry . ABOUT TOTAL SITE SOLUTIONS VTC , L . L . C . , doing business as Total Site Solutions ( " TSS " ) , supplies industry and government with secure data centers and other mission critical facilities designed to survive terrorist attacks , natural disasters , and blackouts . TSS 's comprehensive suite of services , multi - disciplinary expertise , and products provide customers a single source for critical deliverables . Headquartered in the Baltimore - Washington Corridor , with offices in San Francisco and Atlanta , TSS clients and the end users of its services include the world ' s most demanding organizations , including Fortune 500 firms and U . S . Government agencies . For more information , call 866 - 363 - 4 TSS ( 4877 ) or visit www.totalsiteteam.com . ABOUT VORTECH , LLC Vortech , LLC ( " Vortech " ) provides secure data and voice networks as well as redundant power for government and industry mission - critical facilities . A leader in structured cabling solutions , power system installations , and emergency power solutions for data center and high technology environments , Vortech also provides value - added systems and network integration services for perimeter security and access control where physical security and information technology intersect . For more information , visit www.govortech.com .