/THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
AUTHORIZED OR INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR PUBLICATION OR DISSEMINATION IN THE UNITED STATES/
OTTAWA, Sept. 14 /CNW Telbec/ - Allen-Vanguard Corporation ("Allen-Vanguard" or the "Company") (TSX:VRS) is pleased to announce that, further to its news release dated August 15, 2007, it has filed its preliminary short form prospectus with Canadian securities regulatory authorities qualifying the distribution of 14,650,000 common shares (the "Common Shares") of the Company issuable (without any further action by the holder thereof and for no additional consideration) upon the deemed exercise of 14,650,000 previously issued special warrants of the Company (the "Special Warrants") in the provinces of Ontario and Quebec.
On August 15, 2007, the Company sold and issued 14,650,000 subscription receipts (the "Subscription Receipts"), by way of private placement, pursuant to prospectus exemptions under applicable securities legislation. The Subscription Receipts were sold to subscribers at a price of $6.85 per Subscription Receipt for aggregate gross proceeds of $100,352,500. Each of the Subscription Receipts will be automatically exercised (without any further action by the holder thereof and for no additional consideration) for one Special Warrant of the Company concurrently with the satisfaction of certain conditions, including the completion of the acquisition of Med-Eng Systems Inc. (Med-Eng).
Each Special Warrant entitles the holder thereof to receive, upon the deemed exercise of the Special Warrant (without any further action by the holder thereof and for no additional consideration), subject to adjustment in certain events, one Common Share at 5:00 p.m. (Toronto time) on the earliest of: (i) the third business day after the date a receipt is issued by the securities regulatory authorities in a jurisdiction of Canada for a final short form prospectus qualifying the Common Shares to be issued upon the deemed exercise of the Special Warrants; and (ii) December 16, 2007.
The acquisition of Med-Eng was funded through a combination of
- $100 million in this subscription receipts private placement for
14.65 million common shares of the Company at a price of $6.85 per
share
- $350 million in five-year term debt financing ("Senior Debt Facility")
at LIBOR plus 7%;
- $150 million in subordinated debt from a consortium of lenders
("Subordinated Debt"). The Subordinated Debt funds will be advanced on
October 1st, 2007, and will be repayable on December 31st, 2007,
subject to potential extension. The vendor also received Subordinated
Debt in the amount of the excess working capital.
- $15 million in a revolving credit facility ("Revolver Facility").
In addition, in connection with the transaction to purchase Med-Eng., Allen-Vanguard filed a preliminary short form prospectus (the "Prospectus") on August 31, 2007 pursuant to which it intends to issue approximately $200 million in common shares, to be priced in the context of the market, with a potential 15% over allotment. The Company intends to use these funds to retire the Subordinated Debt and repay a portion of the Senior Debt Facility (the Prospectus is available on SEDAR at www.sedar.com. This will result in a permanent financing structure of the acquisition of approximately $300 million in new long term debt and approximately $300 million in new equity.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S of the United States Securities Act of 1933, as amended) unless an exemption from such registration is available. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
About Allen-Vanguard
Allen-Vanguard Corporation and its subsidiaries worldwide operate under the brand "Allen-Vanguard". Allen-Vanguard develops and markets technologies, tools and training for defeating and minimizing the effects of hazardous devices and materials, whether Chemical, Biological, Radiological, Nuclear or Explosive ("CBRNE"). Allen-Vanguard's equipment is in service with leading security and military forces in more than 120 countries. Products include Electronic Counter-Measures ("ECM") equipment for jamming remote detonation of terrorist devices, specialty security equipment for Explosive Ordnance Disposal ("EOD"), remote intervention robots for hazardous applications, vehicle barrier systems, and personal protective wear for use in dealing with bio-chemical agents. Allen-Vanguard is the sole, worldwide licensee and/or developer of patented technologies such as the Universal Containment System and CASCAD Foam for blast mitigation and decontamination of bio-chemical warfare agents. Head office operations are located in Ottawa, Ontario, Canada, with manufacturing operations in Stoney Creek, Ontario; Tewkesbury, U.K.; and Cork, Ireland, and sales offices in Canada, the U.S., the U.K. and Asia. Allen-Vanguard's shares are listed on The Toronto Stock Exchange (TSX: VRS).
This press release contains forward-looking statements, which reflect Allen-Vanguard's current expectations regarding future events, its strategy, expected performance and condition. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "plans," "believes," "estimates" or negative versions thereof and similar expressions. In addition, any statement that may be made concerning future performance, strategies or prospects, and possible future acquisitions or dispositions, is also a forward-looking statement. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to, among other things, risks, uncertainties and assumptions about the Company and economic factors. Forward-looking statements are not promises or guarantees of future performance, and actual events and results could differ materially from those expressed or implied in any forward-looking statements made about the Company. Any number of important factors could contribute to these digressions, including, but not limited to, general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, technological change, changes in government regulations, unexpected judicial or regulatory proceedings, and catastrophic events. We stress that the above-mentioned list of important factors is not exhaustive. We encourage you to consider these and other factors carefully before making any investment decision and we urge you to avoid placing undue reliance on forward-looking statements. Further, you should be aware that the Company disclaims any obligation to publicly update or revise any such forward-looking statements whether as a result of new information, future events or otherwise, prior to the release of the next Management Discussion and Analysis to be released by the Company or except as required by law.
To find out more about Allen-Vanguard Corporation (TSX: VRS), visit our website at www.allen-vanguard.com.
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