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Allen-Vanguard and Tailwind Financial Inc. announce proposed merger and shareholder rights offering

- Transaction is expected to result in recapitalization of Allen-Vanguard and a de-leveraged bala...

articleVerisante Technology, Inc.January 26, 20094/company/verisante-technology-inc/news/allen-vanguard-and-tailwind-financial-inc-announce-proposed-merger-and-shareholder-rights-offering
Allen-Vanguard and Tailwind Financial Inc. announce proposed merger and shareholder rights offering

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[{"type":"text","content":"\n\n\n\n- Transaction is expected to result in recapitalization of Allen-Vanguard\n and a de-leveraged balance sheet\n- Merged entity will be U.S. listed\n- Exchange ratio of Tailwind shares for each Allen-Vanguard share equal\n to 0.046493 times the US$/C$ exchange rate on the closing date\n- Joint investor call scheduled for Monday, January 26, 2009 at 8:30 am\n\n\nOTTAWA and TORONTO, Jan. 26 /CNW Telbec/ - Allen-Vanguard Corporation\n(TSX: VRS) ("Allen-Vanguard" or the "Company") of Ottawa, Canada and Tailwind\nFinancial Inc. (NYSE Alternext US:TNF, TNF.U, TNF.WS) ("Tailwind"), a\nDelaware-based special purpose acquisition company ("SPAC") with a head office\nin Toronto, Canada, today announced that they have entered into an arrangement\nagreement pursuant to which Tailwind will acquire all of the shares of\nAllen-Vanguard in exchange for shares of Tailwind with closing in mid April,\n2009. The name of the merged entity will be Allen Vanguard Corporation.\n\n\nAllen-Vanguard is a leading global provider of integrated solutions for\nprotection and counter-measures against hazardous devices and materials,\nincluding improvised explosive devices (IEDs). Tailwind was formed to effect a\nbusiness combination with an operating business and raised US$100 million in\nits April 2007 IPO.\n\n\n"New capital from the Tailwind transaction and concurrent rights offering\nwill enable us to reduce our long-term debt in the timeframe required by our\nlenders," said David E. Luxton, President and CEO of Allen-Vanguard. "This\nwill allow management and the board to focus on important global business\nopportunities following the progress that we have made since last summer to\nimprove the Company's operating profit through cost restructuring and building\na strong revenue pipeline".\n\n\n"Tailwind is excited to be partnering with a strong management team and a\ncompany with enormous potential," said Gordon McMillan, Tailwind's Chairman.\n"Allen-Vanguard's proprietary products and services represent global\nleadership in an attractive and growing segment of the defense and homeland\nsecurity sectors."\n\n\nAllen-Vanguard also announced that it intends to complete a rights\noffering, which will be contingent on the completion of the Tailwind\ntransaction and required r...

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