Garda World Security Corporation

TSX : GW


Garda World Security Corporation

October 24, 2012 09:44 ET

Garda Securityholders Approve Proposal to Take the Company Private

MONTREAL, QUEBEC, CANADA--(Marketwire - Oct. 24, 2012) - Garda World Security Corporation ("Garda") (TSX:GW), one of the leading Security Solutions and Cash Logistics firms in the world, announced today that securityholders approved the proposal to take Garda private pursuant to a plan of arrangement under section 192 of the Canada Business Corporations Act (the "Arrangement"). A consortium formed by Stephan Cretier, Founder, Chairman and CEO of Garda, and a subsidiary of funds advised by Apax Partners ("Apax"), a global private equity firm will acquire each Class A share of Garda for C$12.00 in cash, which represents a 30% premium over the closing price of the Class A shares on September 6, 2012 and a 45% premium to the 90-day volume-weighted average price of Garda Class A shares on the Toronto Stock Exchange for the period ended September 6, 2012.

At a special meeting of securityholders today, the transaction was approved by 89.96% of the votes cast by securityholders. Moreover, Garda has received the approval from the majority of the votes cast by the minority shareholders pursuant to the Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

"An overwhelming number of our securities have been voted in this process, and we are pleased that the required majorities were achieved," said Stephan Cretier. "The financial backing of Apax will strengthen Garda's financial foundation and provide capital for our long-term growth and success. After 14 years as a publicly traded corporation, Garda will return to the privately held ownership structure that fueled our great evolution over the years, which will better enable us to execute our growth strategy."

The Arrangement is also subject to approval by the Québec Superior Court at a final hearing which has been scheduled to be held on October 29, 2012, at the Montréal Courthouse, in Montréal, Québec at 9:15 a.m. (Montréal time) or as soon thereafter as counsel may be heard. It is anticipated that the Arrangement will be completed in the fourth quarter subject to, without limitation, court approval as set forth above and required regulatory approvals.

This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to take Garda private, including statements regarding the terms and conditions of the proposed transaction. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with a transaction, that the ultimate terms of the transaction will differ from those that currently are contemplated, and that the transaction will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Garda, its financial or operating results or its securities or any of the properties that we manage or in which we may have an interest.

ABOUT GARDA

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.

ABOUT APAX PARTNERS: Apax Partners is one of the world's leading private equity investment groups. It operates across the United States, Europe and Asia and has more than 30 years of investing experience. Funds under the advice of Apax Partners total over US$35 billion around the world. These Funds provide long-term equity financing to build and strengthen world-class companies. Funds advised by Apax Partners invest in companies across its global sectors of Tech & Telecom, Retail & Consumer, Media, Healthcare and Financial & Business Services. For further information about Apax, please visit: www.apax.com.

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