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Allen-Vanguard announces agreement to acquire Hazard Management Solutions Ltd.

Allen-Vanguard announces agreement to acquire Hazard Management Solutions Ltd..

articleVerisante Technology, Inc.April 19, 20073/company/verisante-technology-inc/news/allen-vanguard-announces-agreement-to-acquire-hazard-management-solutions-ltd
Allen-Vanguard announces agreement to acquire Hazard Management Solutions Ltd.

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[{"type":"text","content":"\n\n\n\n- Allen-Vanguard to pay up to $40 million in all-cash deal for profitable\n and growing hazard management services business\n- Strategic addition to Allen-Vanguard's capability to counter improvised\n explosive devices ("IEDs")\n\n\nOTTAWA, April 19 /CNW Telbec/ - Allen-Vanguard Corporation (the "Company"\nor "Allen-Vanguard") (TSX: VRS) of Ottawa, Canada announced today that it has\nsigned a letter of intent to acquire all the shares of Hazard Management\nSolutions Ltd. and its wholly-owned U.S. subsidiary ("HMS") in an all-cash\ntransaction valued at up to $40 million. All figures are expressed in Canadian\ndollars unless otherwise noted.\n\n\nHMS (www.hazmansol.com), privately owned and headquartered in Shrivenham,\nUK, is a leading developer and supplier of counter-IED services including\nconsulting, training, and analysis. Its client base includes U.S. and European\nmilitary, and police forces as well as insurance, media, oil and other\ncommercial companies. In the current year, it is expected that more than three\nquarters of HMS's revenues will be generated from the U.S., where its wholly\nowned U.S. subsidiary has offices near Washington, DC. HMS also publishes the\nhighly regarded "Triton Report" which tracks and analyses IED and other\nterrorist incidents around the world. Triton is widely used by governments and\nthe defense industry as a key source of independent research on IED incidents\nand provides proprietary research, analysis and specialized database services\nto clients around the world.\n\n\nUnder the terms of the all-cash agreement Allen-Vanguard will pay\napproximately $20 million at closing, plus up to $20 million over the next\nthree years, $12 million of which is in the form of vendor loan notes\ncontingent on continued employment of the three HMS principals, and $8 million\nof which is tied to HMS's EBITDA performance. These figures are all based on\nthe current exchange rate of 2.256 Canadian dollars to one pound sterling. The\nacquisition will be funded from the proceeds of the $53 million bought deal\nequity offering which closed on March 9, 2007. The transaction is expected to\nclose around June 13, 2007, and is subject to the completion of satisfactory\ndue diligence by the Company, regulatory approvals and other conditions\ncustomary for a...

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