Garda World Security Corporation

Garda World Security Corporation

April 11, 2007 08:00 ET

Garda Concludes its Acquisition of ATI Systems International Making it the Second Largest Cash Logistics Company in North America

Estimated Annual Cost Synergies from Combining ATI with Garda's Platform Revised Upwards to CA$ 30 Million to be Captured Within 18 Months

MONTREAL, QUEBEC--(CCNMatthews - April 11, 2007) - Garda World Security Corporation (TSX:GW), one of the most trusted consulting, investigation and security firms in the world, is pleased to announce that it has completed its acquisition of ATI Systems International, Inc. (ATI), from the Irvin family of Los Angeles, California, announced on February 26, 2007.

This acquisition propels Garda as North America's second largest cash logistics services provider, with over 9,000 employees and 2,000 vehicles, and makes it the fifth largest integrated physical security and cash handling firm worldwide on a revenue basis with annualized revenues over CA$1.4 billion. Garda now garners an 18% market share in U.S. cash logistics services, in addition to its existing 15% Canadian market share. With this transaction, Garda now becomes the market leader in three of the most highly coveted U.S. markets - New York, Chicago and Los Angeles.

During the last twelve months, ATI generated pro-forma revenues and annualized EBITDA of approximately CA$575 million and CA$60 million, respectively. The purchase price for this transaction comprises a cash component totaling approximately CA$393 million, as well as the assumption of certain liabilities totaling approximately CA$70 million.

Once combined with Garda's existing 38 U.S. Midwestern locations, which currently generate approximately CA$115 million and CA$14 million in annual revenues and EBITDA respectively, the resulting footprint and market leadership position of the combined organizations will give the company the ability to service customers from the East Coast to the West Coast. The combined cash logistics operation is expected to generate approximately CA$700 million in revenues and CA$105 million in EBITDA on an annual run-rate basis 18 months following this transaction.

Synergies totaling over CA$30 million annually, to be realized through cost reductions from economies of scale, consolidation of operations and route optimizations are expected to be captured along the following timeline, on an annual run-rate basis:

- CA$ 8 million by October 2007;

- CA$ 15 million by April 2008; and

- CA$ 30 million by October 2008.

These synergies exclude additional expected market synergies including elements such as cross-selling opportunities and further penetration of blue-chip customer accounts to levels that neither ATI or Garda could have achieved on their own prior to the acquisition.

"Achieving strong market density levels and improving operating margins are two key driving forces behind this transaction", says Stephan Cretier, Garda President and CEO. "The strength of our combined leadership teams, which will focus on executing our business plan as its first priority, ensures the ability for timely realization of substantial cost and market synergies."

About Garda

Garda is well known for addressing complex security and investigations issues. As a well-established leading provider in consulting, investigation and security services, Garda is recognized as one of the fastest growing companies with offices across Canada and the United States, Mexico, Europe and the Middle East. With a team of over 50,000 professionals, Garda offers integrated solutions in consulting and investigations, physical security, pre-employment screening and cash logistics. Its team includes specialists and some of the most highly qualified and best-trained experts in the industry. For more information, visit:

FORWARD-LOOKING INFORMATION -- Any statements made regarding the proposed transaction between Garda and ATI systems International Inc., the expected timetable for completing the transaction, benefits or synergies of the transaction, and other statements contained in this press release that are not historical fact are forward-looking statements within the meaning of securities legislation, that are based on management's beliefs, certain assumptions and current expectations. These statements may be identified by the use of forward-looking terminology such as the words "expects," "projects," "intends", "believes," "anticipates" and other terms with similar meaning indicating possible future events or actions or potential impact on the businesses or shareholders of Garda and ATI Systems International Inc. (separately and together the "Companies"). Such statements include, but are not limited to, statements about future financial and operating results, Garda's plans, objectives, expectations and intentions, the markets for Garda and ATI Systems International Inc.'s products, the future development of Garda and ATI Systems International Inc.'s business, and the contingencies and uncertainties to which Garda and ATI Systems International Inc. may be subject and other statements that are not historical facts. The press release also includes information that has not been reviewed by the Companies' independent auditors. There is no assurance the transaction contemplated in this press release will be completed at all, or completed upon the same terms and conditions described. All forward-looking statements in this press release are expressly qualified by information contained Garda's filings with regulatory authorities.

The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the ability to obtain required governmental or third party approvals of the combination on the proposed terms; the risk that the businesses will not be integrated successfully; the risk that the cost savings and other expected synergies from the transaction may not be fully realized or may take longer to realize than expected; and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers. Garda does not undertake and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.

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