OTTAWA, Jan. 27 /CNW Telbec/ - Allen-Vanguard Corporation (TSX: VRS) ("Allen-Vanguard" or the "Company") of Ottawa, Ontario, Canada is pleased to announce the filing of a preliminary short form prospectus dated January 26, 2009 in both official languages, in each of the provinces and territories of Canada in respect of the rights offering (the "Rights Offering") of subscription receipts. The Rights Offering is subject to receipt of all regulatory approvals, including the approval of the Toronto Stock Exchange.
The record date, the expiry date, the size of the Rights Offering, and the number of rights required to purchase one subscription receipt (the "Basic Subscription Privilege") will be determined after consultation with our shareholders and prior to the filing of the final prospectus. The Company will make a further announcement with respect to these matters at the time of the filing of the final prospectus. Holders of rights who fully exercise their rights under the Basic Subscription Privilege will be entitled to subscribe on a pro rata basis for additional subscription receipts, if available, that were not subscribed for by other holders of rights pursuant to their Basic Subscription Privilege, on or before the expiry date.
As previously announced, the Company and Tailwind Financial Inc. ("Tailwind") have entered into an arrangement agreement (the "Arrangement Agreement") whereby, pursuant to a plan of arrangement, a wholly-owned subsidiary of Tailwind will acquire all of the issued and outstanding common shares of the Company in exchange for shares of Tailwind. The Arrangement Agreement permits Allen-Vanguard to complete a rights offering of up to C$100 million at a subscription price of C$0.285 per subscription receipt.
Forward looking statements
This press release may contain forward-looking statements, which reflect Allen-Vanguard and Tailwind's current expectations regarding future events, 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 including the completion of the transaction, the expected benefits of the transaction and the completion of the Rights Offering. 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 parties 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 Allen-Vanguard or Tailwind. 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 Allen-Vanguard and Tailwind disclaim 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 each of Allen-Vanguard and Tailwind or except as required by law.
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined by the United States Private Securities Litigation Reform Act of 1995. Any such forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties that may cause actual results to differ materially from expectations such as material adverse events affecting Allen-Vanguard and/or Tailwind, the ability of Tailwind to satisfy the conditions to completion of the business combination and those other risks and uncertainties detailed in Tailwind's filings with the Securities and Exchange Commission.
About Tailwind Financial
Tailwind was incorporated in Delaware on June 30, 2006 as a special purpose acquisition company whose objective is to acquire, through a purchase, asset acquisition, or other business combination, one or more operating businesses. Tailwind completed its initial public offering on April 17, 2007 raising proceeds of US$100 million which is held in trust. All of the funds held in Tailwind's trust account are invested in the JPMorgan 100% U.S. Treasury Securities Money Market Fund.
To learn more about Tailwind Financial Inc. (NYSE Alternext US:TNF, TNF.U, TNF.WS) please visit www.tailwindfc.com
About Allen-Vanguard
Allen-Vanguard Corporation supports the mission of military and homeland security forces around the world with leading proprietary solutions for protection and counter-measures against hazardous devices of all kinds, whether chemical, biological, radiological or explosive (CBRNE), including improvised explosive devices (IEDs) and remotely controlled IEDs (RCIEDs). Allen-Vanguard equipment is in service 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, and personal protective wear for use in dealing with explosive and bio-chemical agents. Allen-Vanguard is the developer and/or sole, worldwide licensee of proprietary technologies such as the Med-Eng bomb suit, the Defender(TM) and Vanguard(TM) Mk2 bomb disposal robots, and the Universal Containment System and CASCAD Foam system for blast mitigation and decontamination of bio-chemical warfare agents. Professional services encompass counter-IED intelligence, training and advisory services, including the Triton(TM) Report on terrorist incidents around the world. The Company operates globally through its wholly-owned subsidiaries under the names "Allen-Vanguard", "Med-Eng" and "Hazard Management Solutions". Head office operations are located in Ottawa, Ontario, Canada, with manufacturing operations in Stoney Creek and Pembroke, Ontario; Ogdensburg, New York; Tewkesbury, U.K.; and Cork, Ireland; The Company has professional services operations in Shrivenham, UK, Canada and in the U.S. in Arlington, Virginia, plus sales offices in Canada, the U.S., the U.K. and Asia. Allen-Vanguard's shares are listed on The Toronto Stock Exchange (TSX) under the symbol "VRS".
To learn more about Allen-Vanguard Corporation (TSX: VRS), visit www.allenvanguard.com.
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