Business
Allen-Vanguard announces favourable amendment to Hazard Management Solutions Ltd. ("HMS") purchase terms and appointment of Roger Davies from HMS to lead corporate-wide business development
OTTAWA, April 4 /CNW Telbec/ - Allen-Vanguard Corporation (the "Company" or "Allen-Vanguard") (TS...
About this update from Verisante Technology, Inc.
[{"type":"text","content":"\n\n\n\nOTTAWA, April 4 /CNW Telbec/ - Allen-Vanguard Corporation (the "Company"\nor "Allen-Vanguard") (TSX: VRS) of Ottawa, Canada announced today that it has\namended the terms of the payout to HMS, acquired June 13, 2007, and has fixed\nthe amount of the payout at approximately $14.2 million, with $5.9 million\npayable in cash and $8.3 million payable in the form of 2,135,746 common\nshares ("Shares") of Allen Vanguard, effective and payable immediately. All\nfigures are in Canadian dollars.\n\n\nIn conjunction with the amendment, Roger Davies, former majority owner\nand Managing Director of HMS, has been appointed Vice President, Business\nDevelopment of Allen Vanguard.\n\n\n"We are very pleased to have agreed this amendment with the HMS vendors,"\nsaid David E. Luxton, President and CEO of Allen Vanguard. "It is mutually\nadvantageous - it crystallizes and accelerates payment for the HMS vendors and\nprovides them better tax treatment, in return for a favourable price\nadjustment to Allen Vanguard. It also aligns their interests with the wider\ninterests of the Company. We are especially pleased at the confidence they\nhave shown in Allen Vanguard's prospects as a whole by taking personally\nmeaningful payment in the form of Company shares."\n\n\nAt the time of the acquisition of HMS, Allen Vanguard paid $17.8 million\nin cash plus consideration in the form of interest-bearing vendor loan notes\n("Vendor Notes") in the amount of approximately $9.5 million, repayable in\nthree annual instalments conditional upon the continued employment of the HMS\nprincipals. The Company also agreed to pay additional consideration ("EBITDA\nIncentives") of up to $10.5 million, conditional upon the achievement of\nEBITDA(1) targets for HMS over a three-year period, and potentially up to a\nfurther $10.5 million as a "super-achievement" bonus for significant EBITDA\nover-performance. Based on today's exchange rates, the Company has Escrowed\nFunds totaling $14.3 million as security for the Vendor Notes and EBITDA\nIncentives.\n\n\nThe agreement announced today, valued at approximately $14.2 million, is\nin full satisfaction of the Vendor Notes and EBITDA Incentives. After the cash\npayment, the remaining balance of the Escrowed Funds of $8.4 million will be\nretur...