Union Street Acquisition Corp. to Acquire RAZOR Business Strategy Consultants, LLC and Archway Marketing Services, Inc

Business Wire, Feb 27, 2008

Highlights

* Combination of complementary businesses will establish Marketing Operations Management platform with a unique fully-integrated service offering

* 2007 combined unaudited revenue and EBITDA was $106.1 million and $14.9 million, respectively

* Two-year historical revenue and EBITDA CAGR of 18.4% and 109.5% from 2005 to 2007, respectively

* Diversified client roster of leading national marketers with no client accounting for greater than 10% of revenue

* Highly visible, recurring revenue with greater than 90% of estimated 2008 revenue under contract

* Total consideration of $110.3 million to include $97.3 million of cash and $13.0 million of stock

* Attractive valuation: lower Enterprise Value to EBITDA multiple and P/E/G ratio than publicly-traded comparables, based on Union Street's liquidation value of approximately $8.00 per share

ALEXANDRIA, Va. -- Union Street Acquisition Corp. (AMEX: USQ, USQ.U, USQ.WT) ("Union Street") announced today that it has entered into definitive agreements to acquire privately held RAZOR Business Strategy Consultants, LLC ("RAZOR"), a rapidly growing direct and interactive marketing agency, and Archway Marketing Services, Inc. ("Archway"), a leading provider of marketing operations management services, which is a subsidiary of AHL Services, Inc. ("AHL"). Both RAZOR and Archway have emerged as industry-leading outsourced marketing service providers and each has built a solid business around its core competencies.

* RAZOR Business Strategy Consultants, LLC

Headquartered in Dallas, TX, RAZOR is a rapidly growing direct and interactive retail marketing agency that uncovers smarter ways for clients to build their businesses. Founded in 2003, RAZOR has approximately 165 employees and serves leading national marketers that include Domino's Pizza, Rent-A-Center, GameStop, Baskin-Robbins, Wendy's, Wireless Toyz and Habitat for Humanity. RAZOR is focused on heavy data analytics and program design services, including customer and transaction analytics, media mix modeling, segmentation, and ROI analysis, and transaction-level communications, such as database marketing/CRM, direct mail, promotion, web development and digital communications.

This strategy has translated into significant top line and bottom line growth, as gross revenue and EBITDA grew to $17.1 million and $4.5 million in 2007, respectively, both representing a two-year compound annual growth rate of 37%. RAZOR has been recognized by Ad Age as the #1 growth Marketing Services Agency in 2006 and was among its Top 40 Marketing Services Agencies in 2007. For more information, visit www.razordriven.com.

* Archway Marketing Services, Inc.

Based in Minneapolis, MN, Archway Marketing Services Inc., a subsidiary of AHL Services, is a leading provider of Marketing Operations Management solutions. Founded in 1953, Archway has grown to approximately 580 employees across eight North American facilities and six on-site locations. The company is primarily focused on the operational components of outsourced marketing services, including program budgeting, logistics management, vendor management, sales portals, inventory management, fulfillment and distribution, customer care and analytics. The company offers a comprehensive suite of marketing solutions to meet the needs of clients across a broad range of industries, including food & beverage, retail, automotive, life sciences, financial services, consumer products, and technology.

Over the past 50 years, the company has built a strong portfolio of clients and serves leading national marketers that include Target, General Motors, AstraZeneca, General Mills, JP Morgan Chase and Microsoft. Archway has experienced rapid growth in recent years, growing revenue by a two-year compound annual growth rate of 16% to $89.0 million in 2007 and increasing EBITDA from $1.0 million to $10.4 million between 2005 and 2007. For more information, visit www.archway.com .

Overview of the Combined Businesses

RAZOR and Archway are highly complementary businesses. The combination of their operations is anticipated to create a uniquely positioned provider of end-to-end solutions from marketing strategy to outsourced execution.

* Fully-integrated provider of end-to-end marketing solutions. Archway and RAZOR have built core competencies in different segments of the marketing services supply chain. Together, Archway and RAZOR will be uniquely positioned to offer clients the opportunity to outsource the full scope of responsibilities for a marketing program, including:

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* Diversified client roster across a broad range of industries. Archway and RAZOR serve a list of leading North American marketers across a wide range of industries. No client represents greater than 10% of combined revenue and the top five clients account for less than 45% of revenue.

* Visible, recurring revenue. Revenue is highly visible, as clients generally plan and budget their expenditures on annual cycles. Client contracts for RAZOR and Archway typically range from two to four years and more than 90% of estimated 2008 revenue is currently under contract.