MONTREAL, QUEBEC, CANADA--(Marketwire - Oct. 19, 2012) - Garda World Security Corporation ("Garda") (TSX:GW) announced (i) the extension of the expiration time of its previously announced consent solicitation (the " Canadian Notes Solicitation ") in respect of the proposed amendments to the indenture governing its 9.75% Senior Notes due 2017 (CUSIP No. 36485MAB5; ISIN CA36485MAB50) (the "Canadian Notes") to 5:00 p.m., New York City and Montreal time, on October 22, 2012, as amended (the "Expiration Time") and (ii) the increase of the consent payment from CDN$2.50 to CDN$5.00 per CDN$1,000 aggregate principal amount of Canadian Notes that are validly tendered (and not validly withdrawn) at or prior to the Expiration Time.
Pursuant to the Canadian Notes Solicitation, Garda has solicited consents from holders of record as of 5:00 p.m., New York City and Montreal time, on October 3, 2012, to certain proposed amendments (the "Proposed Amendments") to the indenture (the "Indenture") governing the Canadian Notes, to waive the obligation to make and consummate a Change of Control Offer (as defined below) in connection with the closing of the Arrangement (as defined below) by amending the definition of "Change of Control" in the Indenture. The Proposed Amendments with respect to the Canadian Notes requires the consent of two-thirds in aggregate principal amount of the outstanding Canadian Notes. The Canadian Notes Solicitation is being made pursuant to the Consent Solicitation Statement dated October 4, 2012 (the "Statement") and the accompanying Consent Letter.
Garda is seeking the Proposed Amendments in connection with the acquisition of all of the class A shares of Garda by Crepax Acquisition Corp. (the "Purchaser") pursuant to an arrangement agreement dated as of September 7, 2012, by and between Garda and the Purchaser and a statutory plan of arrangement (the "Arrangement"). On September 28, 2012, a notice of special meeting of shareholders and optionholders and management information circular were mailed to holders of Garda's class A shares and options to purchase class A shares, setting forth that a meeting of shareholders and optionholders is to be held on October 24, 2012, and with the Arrangement expected to be consummated as soon as practicable thereafter following the satisfaction of the conditions to the Arrangement. If the Arrangement is consummated, a Change of Control (as defined in the Indenture) is expected to occur, which would require Garda to make an offer to repurchase the Canadian Notes at 101% of the principal amount thereof plus accrued and unpaid interest (the "Change of Control Offer"). Garda will not be required to make such Change of Control Offer if the Proposed Amendments are adopted and become operative. The Proposed Amendments are the only changes to the Indenture being sought in connection with the Canadian Notes Solicitation.
The Canadian Notes Solicitation is being made solely on the terms and subject to the conditions set forth in the Statement and the accompanying Consent Letter. Garda may, in its sole discretion, terminate, extend or amend the Canadian Notes Solicitation at any time as described in the Statement.
Garda has retained BofA Merrill Lynch and RBC Capital Markets to act as solicitation agents in connection with the Canadian Notes Solicitation. Questions may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-4813 (collect) or RBC Capital Markets at (877) 381-2099 (toll free), (212) 618-7822 (collect) or (416) 842-6311 (collect). Garda has retained DF King & Co., Inc. to act as the information agent for the Canadian Notes Solicitation. Questions and requests for additional documents may be directed to DF King & Co, Inc. at (800) 967-4612 (toll free), (212) 269-5550 (banks and brokers), or email@example.com.
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
Garda is a global provider of security and cash logistics solutions. With headquarters in Montreal, Canada, the firm's 45,000 dedicated professionals, among the most highly qualified and best-trained in the industry, serve clients in countries throughout North America, Europe, Latin America, Africa, Asia and the Middle East. Garda works with clients in a broad range of sectors and industries including financial institutions, retailers, governments, humanitarian relief organizations and the natural resources, construction and telecommunications industries. Garda's global experts take the time to fully understand their clients' business goals and objectives in order to customize solutions with strong local engagement that meet their needs. As a result, clients can improve operational performance, meet their business obligations, and achieve their corporate objectives. With proven experience and a commitment to ensuring the highest ethical standards in everything the company does, Garda has earned a reputation for integrity, leadership and uncompromising safety standards. Most importantly, businesses, governments and individual clients place their trust in Garda. For more information, visit: www.garda.com.