13:39:36 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Garda World Security Corp
Symbol GW
Shares Issued 32,013,549
Close 2012-09-06 C$ 9.20
Market Cap C$ 294,524,651
Recent Sedar Documents

Garda World Security agrees to $1.1-billion takeover

2012-09-07 12:10 ET - News Release

Mr. Stephan Cretier reports

GARDA ANNOUNCES AGREEMENT TO BE ACQUIRED BY A GROUP LED BY COMPANY FOUNDER, CHAIRMAN AND CEO STEPHAN CRETIER IN A TRANSACTION VALUED AT C$1.1 BILLION

Garda World Security Corp. has entered into a definitive agreement pursuant to which a consortium formed by Stephan Cretier, founder, chairman and chief executive officer of Garda, and a subsidiary of funds advised by Apax Partners, a global private equity firm, have agreed to acquire Garda for $1.1-billion in cash, including assumed debt.

Under the terms of the transaction, which is structured as a plan of arrangement under the Canada Business Corporations Act, the consortium will acquire each Class A share of Garda for $12 in cash, which represents a 30-per-cent premium over the closing price of the Class A shares on Sept. 6, 2012, and a 45-per-cent premium to the 90-day volume-weighted average price of Garda Class A shares on the Toronto Stock Exchange for the period ended Sept. 6, 2012, the last trading date prior to this announcement.

"Garda is a great Canadian success story and we intend to expand on that achievement," said Mr. Cretier. "To achieve this goal, we intend to continue to pursue our growth strategy both organically and through acquisitions, which we can more efficiently accomplish as a private company. With Apax becoming a major shareholder, Garda will have access to a more flexible and efficient structure to fuel its growth.

"The investment by Apax is a win-win opportunity for everyone involved. It provides Garda shareholders with a significant all-cash premium for their shares, while assuring a superior and sustained service for our clients," continued Mr. Cretier. "I'm proud of our accomplishments over our 17-year history. We owe our success and our bright future prospects to the talented and dedicated people at all levels of our company."

Mitch Truwit, a partner at Apax and co-head of the firm's financial and business services team, said, "We are excited to partner with Garda's highly motivated, entrepreneurial management team to pursue growth opportunities in selected markets globally."

The transaction has been approved unanimously by the board of directors of Garda (with Mr. Cretier abstaining) following the unanimous recommendation of a special committee of independent directors. The board of directors of Garda determined that the transaction is fair to shareholders and is in the best interests of Garda. The board of directors of Garda also unanimously recommends that shareholders vote in favour of the transaction at the special meeting of shareholders that will be called to approve the transaction.

UBS Securities Canada Inc., as financial adviser to the board of directors, and Desjardins Capital Markets, as independent valuator and financial adviser to the special committee, have each provided an opinion that the consideration to be received by the Class A shareholders (other than Mr. Cretier) under the plan of arrangement is fair, from a financial point of view, to the shareholders other than Mr. Cretier. Desjardins Capital Markets has also provided the special committee with a formal valuation that concludes that the fair market value of the Class A shares is between $10.75 and $12.25 per Class A share.

Norton Rose Canada LLP advised the special committee, Seguin Racine is acting as legal adviser, UBS Securities Canada and TD Securities acted as mergers and acquisitions advisers to Garda.

Royal Bank of Canada acted as mergers and acquisitions adviser to Apax Partners and, along with Bank of America Merrill Lynch, is providing financing for the transaction. Stikeman Elliot LLP and Simpson Thacher & Bartlett LLP acted as legal counsel and PricewaterhouseCoopers as financial diligence adviser to Apax Partners.

Shareholders (including Mr. Cretier) holding approximately 25.6 per cent of the outstanding Class A shares have entered into voting agreements pursuant to which such shareholders have agreed to vote their Class A shares in favour of the transaction, subject to the terms and conditions of such voting agreements.

The completion of the transaction is subject to court approval and the approval of Garda's shareholders by more than 66-2/3 per cent of the votes cast by shareholders present in person or by proxy at the special meeting and by holders of more than 50 per cent of the votes cast by Garda's minority shareholders. The company intends to mail a proxy circular in the upcoming weeks to shareholders and optionholders for a meeting expected to be held in October, 2012. The transaction is subject to customary closing conditions, including receipt of all regulatory approvals, and is expected to close later this calendar year.

Further details regarding the terms of the transaction are set out in an arrangement agreement which will be publicly filed by Garda under its profile at SEDAR.

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