Company appoints Georgeson as proxy solicitor
OTTAWA, March 5 /CNW Telbec/ - Allen-Vanguard Corporation (the "Company" or "Allen-Vanguard") (TSX: VRS) of Ottawa, Canada reported today that both RiskMetrics and Glass Lewis, each a leading independent voting advisory service, are recommending that shareholders of Allen-Vanguard vote in favor of the plan of arrangement pursuant to which Allen-Vanguard would be acquired by Tailwind Financial Inc. ("Tailwind").
In concluding that the transaction warrants shareholder support, ISS noted(x): "As far as VRS shareholders are concerned, their benefit lies in the future, assuming that the company is able to generate sufficient cash to repay its loans which may boost the share price. The transaction is beneficial to the shareholders despite the large dilution."
In recommending that shareholders vote "For" the proposed transaction, Glass Lewis observed that(x): "Since Tailwind is a blank check company, the merger can be viewed as a capital raising event for the Company. The merger and concurrent rights offering will enable the Company to pay down debt and possibly engage in future strategic acquisitions. While the merger will likely result in dilution to the Company's shareholders, the consideration represents a substantial premium to the Company's unaffected share price."
Andrew McKay, President of Tailwind said that, "We are pleased that ISS and Glass Lewis have confirmed our view, and the conclusion of the Allen-Vanguard board, that our proposal warrants shareholder support."
Allen-Vanguard's special meeting of shareholders is scheduled to be held on March 16, 2009 at 2:00 p.m. (Eastern time) at the Hilton Garden Inn, Ottawa Airport, Ottawa, Ontario. Shareholders are encouraged to vote and are urged to complete, sign and date the proxy form and return it as soon as possible. To ensure that they are counted, proxies should be submitted prior to 2:00 pm (Eastern time) on March 12, 2009 using one of the methods described on the form of proxy.
Questions on the Transaction or Proxy Process
The Company has posted answers in response to frequently asked questions on their website at http://media.integratir.com/T.VRS/ppt/AV%20QA.pdf .
Shareholders who have additional questions about the proposed transaction or need assistance in submitting their proxy or voting their shares should contact Allen-Vanguard's proxy solicitor, Georgeson, toll-free at 1-888-605-7635. Shareholders are advised to review the management information circular in its entirety before making any voting decision. Shareholders may obtain copies of the management information circular from Georgeson and at www.sedar.com.
(x)permission to use quotations was neither sought nor obtained.
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.