Venture Management Initiates Purchase of Noesis Assets

Contact: Mark B. Shappee
Phone: 805.644.5335
Fax: 805.644.0790
Email: Mark@VentureManagement.com
Location: Ventura, CA

December 1, 2005

Venture Management, Inc. announced that ITS Corporation (ITS) has acquired the Federal Sector Support (FSS) Services business of Noesis, Inc.; the acquired business specializes in systems engineering, information science and technical program management services for the federal government. The investment banking firm of Venture Management initiated the transaction and provided advisory services to ITS related to completing the Noesis transaction. The terms of the acquisition were not disclosed.

"Acquisition of carefully selected companies is a key element of our corporate strategic plan,” said Thomas D. Sundling, President and CEO of ITS. “Acquiring the Federal Sector Support Services business of Noesis marks a key milestone for us in implementing our corporate vision.”

Currently headquartered in Arlington, Virginia, the Noesis FSS unit (www.noesis-inc.com) that ITS is acquiring has more than 100 employees and an estimated 2005 revenue of $32 million. The acquisition will expand ITS’ presence within the U.S. Navy, the U.S. Marines, the U.S. Air Force, and the Department of Homeland Security, while establishing new relationships with the Office of Naval Research, National Science Foundation and other civil agencies, according to Sundling.

Richard J. Martin, Founder and Chief Executive of Noesis, observed that the transaction also fulfilled an important part of Noesis’ long-term strategic plan. “It allows our company’s remaining divisions to step up their efforts in product development and SBIR support, pursuing exciting new business lines while eliminating potential conflict-of-interest issues with the federal government.”

Mark Shappee, Managing Principal of Venture Management, Inc., noted that, “We initially contacted Rich Martin in 2002 regarding his plans for the company and began tracking the firm’s performance. When we began the strategic advisory relationship with ITS, Noesis was a clear fit.”

ITS (www.itscorporation.com), headquartered in Oxnard, California, is a provider of award-winning IT and engineering solutions to the U.S. military; intelligence homeland security and other agencies of the Federal government throughout the United States. ITS’ core competencies include systems development and integration, IT security, business information management, studies and analyses, and enterprise management for a broad spectrum of government customers.

Venture Management, Inc. is an investment banking and consulting firm focused on supporting owners and management in the building of professional services firms’ value. Venture Management provides advisory services related to mergers and acquisitions, divestitures and corporate finance. Additional information regarding Venture Management, Inc.'s services and background on its team may be found at www.venturemanagement.com.