Ventyx to Acquire Tech-Assist Inc.

Extends Ventyx Leadership in Asset-Intensive Industries, Adds Solution Capabilities and Subject Matter Expertise in Power Generation

ATLANTA and Frederick, MD, December 6, 2007 – Ventyx™, the world’s largest private software provider to the utility industry, and Tech-Assist Inc., a proven leader in operations management software systems for power generation and other asset-intensive continuous process industries, today announced the two companies have entered into a merger agreement under which, subject to customary closing conditions, Ventyx will acquire Tech-Assist.

“Acquiring Tech-Assist will further extend Ventyx’s leadership in solution capability, subject matter expertise and market share in demanding, asset-intensive industries such as power generation,” said Ventyx President and CEO Greg Dukat.  “Tech-Assist adds key plant operations capabilities to our solution set, and their elite staff of engineers and consultants bring an unparalleled wealth of expertise in both plant engineering and software design, particularly in the nuclear market.  The resulting combination will make Ventyx the clear choice for companies looking to increase the performance of a single plant or an entire fleet.” 

Tech-Assist’s flagship product, the Shift Operations Management System (eSOMS), is a mission-critical plant operations management application which helps clients ensure the safe, efficient and reliable operation and maintenance of their facility assets. The software offers highly complementary features to Ventyx’s Asset Suite solution in the areas of tagout/lockout, equipment status reporting, electronic logging and operator rounds, as well as a proven mobile platform for plant workers.  It is currently licensed at more than 155 major power and industrial plants—including 54 nuclear power plant sites—as well as the entire U.S. Navy fleet consisting of more than 265 ship and shore activities. 

“Ventyx is an ideal fit for Tech-Assist in many ways,” said Tech-Assist CEO Matt Lechowicz.  “With our combined solutions and industry expertise and Ventyx’s global distribution channel, we have a unique opportunity to expand an already dominant position in the energy and utility industry.  Together, our software is running in 90 percent of the commercial nuclear reactors in North America and in nine of the top 10 power generators in Europe.  By joining forces, we can offer clients a broader platform of best-of-breed products, increased power generation expertise, and future product releases providing a clear path forward.  As a result, our 924 joint customers worldwide can grow in performance and value, and we can expand into new markets to grow our combined company’s market share around the globe.” 

Extending its already comprehensive solution set with Tech-Assist’s software will make Ventyx well positioned to capture additional market share in key high-growth industries such as energy and utilities.  According to a Gartner report on the utilities industry, “A sustained focus on reliability, process improvements and regulatory compliance, as well as the pushing of back-office capabilities out to field force and external entities (such as contractors, government agencies and others) is driving continued investments in work and asset management, mobile computing, business analytics and resource optimization.”[1] 

The transaction is subject to customary closing conditions and is currently expected to close in the first quarter of 2008.  Prime Investments, LLC, of Bethesda , MD , is acting as intermediary in the transaction. 

Leveraging Deep Subject Matter Expertise
Upon completion of the acquisition, Tech-Assist personnel—including Tech-Assist founders, Lechowicz and Vice-President and Secretary Patrick G. Gex—will be merged into the Ventyx organization in key roles, including: 

• Lechowicz will serve as Ventyx industry solution executive responsible for solution strategy and execution for power generation in North America.  Lechowicz’s professional career spans more than 25 years in plant engineering and computer systems software development, including designing and constructing nuclear power plants in the U.S. and abroad.

• Gex will serve as Ventyx industry solution executive responsible for solution strategy and execution for power generation in EMEA. He also has more than 25 years of experience in the power plant engineering and computer industries—holding a range of positions such as Safety Analysis Engineer and Planning and Control Engineer.