The A Consulting Team Announces Filing of its Amended Proxy Statement; Reschedules Annual Shareholder Meeting For July 26, 2005
2005年6月28日 - 2:58AM
ビジネスワイヤ(英語)
The A Consulting Team ('TACT') (Nasdaq SmallCap: TACX), an IT and
Business Process Outsourcing (BPO) services provider to Fortune
1000 companies, announced that it has filed a amended proxy
statement and has rescheduled its Annual Shareholder Meeting for
July 26, 2005. The primary purpose of the proxy statement is to
obtain shareholder approval for the previously announced proposed
business combination (in a share exchange transaction) with
Vanguard Info-Solutions Corporation ("Vanguard"), a private global
business outsourcing, call center and IT services company with
offices in the United States and India. Under the terms of the
agreement and certain other agreements: -- Vanguard shareholders
will receive approximately 7.3 million new shares of TACT common
stock; -- Oak Finance Investments Limited ("Oak"), a private
investment company, will purchase 625,000 new restricted shares of
common stock directly from TACT for $5 million or $8 per share, and
will be granted an option to purchase up to an additional 625,000
new restricted shares of common stock for $8 per share within 120
days of the closing of the acquisition of Vanguard; -- Oak will
purchase 1,024,697 shares of common stock for $10.25 per share,
from TACT's Chairman and CEO, Shmuel BenTov, which represents all
of the shares owned by Mr. BenTov and his family; -- TACT's Board
of Directors has approved the payment of a cash dividend of $0.75
per share, contingent upon the consummation of the Transaction.
This dividend will be paid to shareholder's of record of TACT
common stock as of March 21, 2005 and; -- The name of the combined
company will be changed to "Vanguard Info-Solutions International
Inc." and its ticker symbol will change to "VISX". Subject to
obtaining shareholder approval and satisfaction of all other
closing conditions, the closing of the transaction is expected by
the end of July, 2005. About TACT TACT (Nasdaq SmallCap:TACX) is an
end-to-end IT and Business Process Outsourcing (BPO) services
provider to Fortune 1000 companies, and other large organizations.
TACT through its SMART Approach, a leading edge set of end-to-end
solutions and services that include Strategy, Methodology,
Architecture, Resources and Tools provides its clients with
modernization and development services, which include systems that
should be replaced and rewritten, enhanced, converted or Web
Enabled. More information about TACT(R) can be found at its web
site at http://www.tact.com. About Vanguard Vanguard was formed in
2000 and provides value-added offshore customer care and customer
acquisition services, and business process outsourcing ("BPO")
solutions in the telecom, medical billing, financial services, debt
collection, claims processing, data processing and utility sectors.
Vanguard is also a provider of IT consulting and solutions services
in the area of telecommunications, web software development,
network management and enterprise - wide security. Vanguard has
leveraged its global delivery model and process expertise to
rapidly grow its off-shore BPO services and is positioned to expand
within the BPO services market. Vanguard has facilities in New
Jersey, United States and Delhi and Bangalore, India. "Safe Harbor"
Statements under the Private Securities Litigation Reform Act of
1995: Statements made in this press release which are not
historical facts, including those that refer to TACT plans, beliefs
and intentions, are "forward-looking statements" that involve risks
and uncertainties. These risks and uncertainties could cause actual
results to differ materially from the forward-looking statements,
and include, but are not limited to, TACT's ability to scale its
existing and any new businesses. For a more complete description of
the risks that apply to TACT's business, please refer to the
Company's filings with the Securities and Exchange Commission. The
Company's actual results may differ materially from the results
anticipated in these forward-looking statements as a result of
certain factors set forth under Risk Factors and elsewhere in the
Company's Annual Report on Form 10-K with the Securities and
Exchange Commission on March 25, 2005
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