<< - Allen-Vanguard to continue as going concern with stable capital structure, significantly strengthened liquidity and financial position and no interruption of operations or supplier relationships
- Transaction will result in revised multi-year credit agreement and retirement of a portion of Allen-Vanguard's senior debt
- Allen-Vanguard's senior lenders will make new revolving credit and documentary credit facilities available to it >>OTTAWA, Sept. 12 /2009, CNW Telbec/ - Allen-Vanguard Corporation (TSX:
VRS -
News; "Allen-Vanguard" or the "Company") of Ottawa, Canada, Versa Capital Management, Inc., a Philadelphia-based private equity investment firm, and the Company's senior lenders (the "Lenders") today announced the execution of an agreement pursuant to which Allen-Vanguard will become a 100%-owned affiliate of investment partnerships managed by Versa Capital Management, Inc. (collectively, "Versa").
Versa will provide both equity and debt capital to Allen-Vanguard. This will permit the restructuring and reduction of Allen-Vanguard's existing senior secured credit facilities and their replacement with a multi-year credit agreement and afford the Company significant flexibility to pursue its business plan. Certain of the Lenders will make available a new revolving credit facility and documentary credit facility to Allen-Vanguard.
The transaction agreement provides that the Company's obligations to trade creditors shall be unaffected and will continue to be paid or satisfied in the ordinary course. Similarly obligations to employees also will be unaffected. All shares, options, restricted stock, warrants and other securities in Allen-Vanguard and any related rights will be cancelled on closing of the transaction, with no consideration paid to holders. Closing of this transaction is subject to closing conditions customary for a transaction of this nature, including any required regulatory or court approvals.
"This announcement marks the end of an exacting, year-long process of recapitalizing the Company in order to execute our business plan going forward," said David E. Luxton, President and CEO of Allen-Vanguard. "This process took place during a period of extremely difficult credit and equity markets, and a concurrent decline in the Company's financial performance. While we received several overtures during this past year, Versa was the only party able to conclude definitive terms. Under Versa's ownership, Allen-Vanguard will continue to conduct its business in the ordinary course, with management and the new board focused on global business opportunities. This follows the progress that we have made over the last year to right-size the Company, to expand and diversify the Company's proprietary products and services, and to serve major customers around the world, who continue to rely on the Company's leading and proprietary technologies."
"We are very pleased to have come to an agreement with Allen-Vanguard and its Lenders. Allen-Vanguard possesses the world's leading technologies in the counter-terrorism market and we are, ourselves, deeply committed to the provision of these mission-critical technologies," said Gregory L. Segall, Managing Partner of Versa Capital Management, Inc. "This recapitalization is a substantial accomplishment for Allen-Vanguard, and we look forward to working with members of the management team as they return their full focus to executing their business plan in concert with key partners, customers and other stakeholders."
There are no plans to move the Company's head office from Ottawa, Ontario or its operations in Canada, the United States or the United Kingdom.
Forward-looking statements
This press release may contain forward-looking statements, which reflect Allen-Vanguard's or Versa'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 investments, 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.
About Versa Capital Management
Versa Capital Management, Inc. is a private equity investment firm with over $900 million of committed capital focused on control investments in special situations involving middle market companies in a wide variety of industries throughout North America. More information can be found at
www.versa.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 ("RCIED"s). 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 Pembroke, Ontario; Ogdensburg, New York; and Tewkesbury, U.K. 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 find out more about Allen-Vanguard Corporation (TSX:
VRS -
News), visit our website at
www.allenvanguard.com.
For further information
on Versa Capital Management: Kristy Lash, Gregory/FCA, (610) 642-8253 x 144For further information on Allen-Vanguard: Robin Sundstrom, (647) 822-8111, ir@allenvanguard.com
The one-year contract includes options for four one-year periods for the so-called Expeditionary Unmanned Aircraft System to back the command's fixed-wing aircraft, the Pentagon's daily contract digest said.
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