CARSON CITY, Nev., Dec. 13, 2010 (GLOBE NEWSWIRE) -- Tactical Air Defense Services, Inc. (OTCBB:TADF), an aerospace/defense services contractor that offers air-combat training, aerial refueling, aircraft maintenance training, international disaster relief services, and other aerospace/defense services to the United States and foreign militaries, is pleased to announce that it has executed an Agreement and Plan of Merger (the "Merger Agreement") with Tactical Air Support, Inc. ("Tac-Air").
Tac-Air, , is a highly regarded aerospace/defense services contractor founded by a group of former U.S. Navy, Marine, and Air Force Weapons School instructors. Tac-Air has been awarded and is currently servicing multiple aerospace/defense contracts with the U.S. Department of Defense.
Subsequent to a Letter of Intent signed by TADF and Tac-Air (together, the "Parties") in May of this year, on December 10, 2010, the Parties agreed to the terms of the merger of Tac-Air with a wholly owned subsidiary of TADF, with a final closing date scheduled for January 31, 2011, subject to shareholder approval for the transaction. We encourage all parties to review the Form 8-K and Merger Agreement attached thereto filed by TADF on Friday, December 10, 2010, which documents can be found on the SEC website at:
Following the closing of the transaction, the Parties have agreed that:
- Rolland C. Thompson, current President of Tac-Air and former Commanding Officer of "TOPGUN," the world-renowned U.S. Navy Fighter Weapons School, shall become the new CEO and a Director of Tactical Air Defense Services, Inc.;
- General Robert R. Fogleman, former Chief of Staff of the U.S. Air Force, former member of the United States Joint Chiefs of Staff, and Chairman of the Board of Directors of Alliant Techsystems Inc., shall become Chairman of the Board of Directors of Tactical Air Defense Services, Inc.;
- Alexis C. Korybut, current CEO of Tactical Air Defense Services, Inc., shall remain with the Company as its CFO and as a Director;
- Tac-Air shareholders, and TADF shareholders owning greater than 1% of the outstanding post-acquisition shares, shall be subject to a Lock-Up and Leak-Out agreement for a period of 1 year.
- Tac-Air shall be a wholly owned subsidiary of TADF, and Tac-Air shareholders shall receive securities equal to 45.75% of the outstanding post-acquisition shares of TADF stock;
Alexis C. Korybut, CEO of TADF, states: "The acquisition of Tac-Air will be a significant milestone for TADF, the importance and synergy of which cannot be understated. We believe the combined entity will be recognized as the leading private provider of tactical air support services due to a number of factors including its existing contracts, the likelihood of capturing new multi-million dollar contracts, its growing fleet of military aircraft, and having the most experienced, capable, and prestigious management team in the tactical aviation space. We expect strong revenue growth and new contracts in 2011 leading to the opportunity to move to a more liquid stock exchange giving the Company increased exposure to retail and institutional investors."
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Further information about Tac-Air is available at: .
Safe Harbor Statement
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 that are based upon current expectations or beliefs, as well as a number of assumptions about future events. Although we believe that the expectations and assumptions upon which they are based are reasonable, we can give no assurance that such expectations and assumptions will prove to have been correct. Some of these uncertainties include, without limitation, the company's ability to perform under existing contracts or to procure future contracts. The reader is cautioned not to put undue reliance on these forward-looking statements, as these statements are subject to numerous factors and uncertainties, including without limitation, successful implementation of our business strategy and competition, any of which may cause actual results to differ materially from those described in the statements. We undertake no obligation and do not intend to update, revise or otherwise publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of any unanticipated events. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize. Many factors could cause actual results to differ materially from our forward-looking statements.
CONTACT: The WSR Group Investor Relations Contact: Gerald N. Kieft (772) 219-7525 IR@theWSRgroup.com www.theWSRgroup.com