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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