OTTAWA, Feb. 11 /CNW Telbec/ - Allen-Vanguard Corporation (TSX: VRS) ("Allen-Vanguard" or the "Company") of Ottawa, Ontario, Canada today announced the filing of its final short form prospectus dated February 10, 2009 in each of the provinces and territories of Canada in respect of the previously announced rights offering of subscription receipts for gross proceeds of approximately $100 million (the "Rights Offering").
Each holder of record of Allen-Vanguard common shares as of the close of business on February 20, 2009 will receive one right for each Allen-Vanguard common share held. Each right will entitle the holder thereof to acquire 3.2133 subscription receipts at an exercise price of $0.285 per subscription receipt (the "Basic Subscription Privilege"). The Rights may be exercised commencing February 27, 2009 and will expire at 4:00 p.m. (Toronto time) on March 20, 2009 (the "Expiry Date"). 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.
Each whole subscription receipt entitles the holder thereof to receive, without payment of additional consideration, one Allen-Vanguard common share provided the Company delivers, at or before 11:59 p.m. (Toronto time) on April 17, 2009 (the "Release Deadline"), a certificate to CIBC Mellon Trust Company ("CIBC Mellon"), in its capacity as subscription receipt agent, confirming that all of the conditions to the completion of the plan of arrangement among Allen-Vanguard, Tailwind Financial Inc. and AV Acquisition Corp. (the "Arrangement") have been satisfied or waived (the "Release Condition"). If the Release Condition is satisfied at or before the Release Deadline, the gross proceeds from the Rights Offering will be released as directed by the Company. In the event that the Release Condition is not satisfied at or before the Release Deadline or if at any time the Company delivers a written notice to the CIBC Mellon advising that the Release Condition will not be satisfied, each subscription receipt will be repurchased from the holder thereof by the Company.
The Rights Offering is being made to holders of Allen-Vanguard common shares in all of the provinces and territories of Canada. Rights certificates or prospectuses will not be mailed to holders resident outside of Canada, including holders resident in the United States, unless such holders are able to establish to the Company on or before March 10, 2009 that they are eligible to participate in the Rights Offering. Holders of Allen-Vanguard common shares resident in the United States (a "U.S. Holder") will be sent a U.S. accredited investor certificate and holders of Allen-Vanguard common shares resident outside of Canada and the United States (an "Offshore. Holder") will be sent a request for exempt purchaser status. U.S. Holders and Offshore Holders must complete, execute and return to CIBC Mellon the U.S. accredited investor certificate or request for exempt purchaser status, as the case may be, to confirm that they are eligible to participate in the Rights Offering. U.S. Holders and Offshore Holders wishing to participate in the Rights Offering must deliver completed and executed copies of the applicable documentation to CIBC Mellon on or before March 10, 2009. The Company, in its sole discretion, will determine such person's eligibility to participate in the Rights Offering. Rights owned by holders resident outside of Canada, including holders resident in the United States, who do not so satisfy the Company prior to March 10, 2009 will be sold by CIBC Mellon Trust Company over the facilities of the TSX and the net proceeds distributed to such holders.
Further details concerning the Rights Offering, the Arrangement and the procedures to be followed by holders are contained in the prospectus available on www.sedar.com.
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 Arrangement, the expected benefits of the Arrangement 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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