Fortress America announces first deal

Fortress America Acquisition, a special purpose acquisition corporation (SPAC), has announced a definitive agreement to purchase VTC, which designs hardened data centers and other information technology-intensive facilities.

The proposed acquisition fulfills Fortress America’s objective of announcing a deal prior to a July 20 deadline. SPACs such as Fortress America are shell companies that raise capital through an initial public offering to finance acquisitions. From the date of the IPO, a SPAC has a set time frame in which it must acquire a company. Fortress America set a 12-month deadline for reaching a definitive agreement based on its July 20, 2005 IPO. The company has an additional six-month window beyond the July deadline to close the transaction.

VTC does business as Total Site Solutions (TSS) and Vortech, both based in Beltsville, Md. The transaction is valued at $38.5 million. The combined companies plan to operate as Fortress International Group after the deal closes.

Harvey Weiss, chief executive officer and president of Fortress America, said the combined entity will develop mission-critical facilities that house command and control centers, data centers and network operations centers. The company will pursue government and industry customers.

Thomas Rosato, a principal at Vortech and TSS, said about 80 percent of the two companies’ business in the past 12 months was government related. He said 95 percent of the government work occurred in the homeland defense field. Fortress America’s aim is to acquire companies in that market.

Upon closing, Rosato and Gerard Gallagher, the current principals at Vortech and TSS, will become chief executive officer, and president and chief operating officer, respectively. Weiss will become chairman of the combined company. C. Thomas McMillen, who founded Fortress America, will become vice chairman.

TSS and Vortech generated combined 2005 revenue of $58.6 million.