Garda World Security Corporation

TSX : GW


Garda World Security Corporation

October 09, 2012 09:00 ET

Garda World Security Corporation Receives Positive Recommendation from Leading Proxy Advisory Firms

MONTREAL, QUEBEC, CANADA--(Marketwire - Oct. 9, 2012) - Garda World Security Corporation ("Garda") (TSX:GW), is pleased to announce that leading proxy advisory firms ISS Proxy Advisory Services ("ISS") and Glass Lewis & Co. ("Glass Lewis") have recommended that their clients vote in favor of the special resolution approving an Arrangement, whereby, under the terms of the transaction, a consortium formed by Stephan Cretier, Founder, Chairman and CEO of Garda, and a subsidiary of funds advised by Apax Partners, a global private equity firm, will acquire each Class A share of Garda for C$12.00 in cash, which represents an approximate 30% premium over the closing price of the Class A shares on September 6, 2012 and an approximate 45% premium to the 90-day volume-weighted average closing price of Garda Class A shares on the Toronto Stock Exchange for the period ended September 6, 2012, the last trading date prior to the announcement of the Arrangement, as described in the Management Information Circular as of September 24, 2012 and mailed to shareholders and option holders.

ISS and Glass Lewis are widely recognized as the leading independent proxy voting and corporate governance advisory firms. Their analyses and recommendations are relied upon by many major institutional investment firms, mutual funds and fiduciaries throughout North America.

In their report recommending that their clients vote to approve the Arrangement resolution, ISS noted the arrangement makes strategic sense as "the transaction is the result of the arm's length negotiation of the terms of the Arrangement between Garda and the Purchaser. 100% of the consideration is payable in cash, which will provide shareholders certainty of value. In light of the low termination fee, the significant premium, the favorable market reaction and no change of control payments, a vote for this resolution is warranted."

Similarly, Glass Lewis concludes "we believe the proposed purchase price is (…) within a range we consider to be favorable for shareholders and recognize that the merger value also represents a three year high price. Based on these factors and the support of the independent board committee and the overall board, we believe the proposed transaction is in the best interests of shareholders."

Stephen Cretier, Founder, Chairman and CEO of Garda commented, "We are pleased that leading independent proxy research firms support what we believe to be true - that the proposed Arrangement is a win-win opportunity for everyone involved, is fair to shareholders and in the best interest of the Company, as the Arrangement will ensure shareholders receive a substantial premium to Garda's market price, while assuring a superior and sustained service for our clients."

Further details regarding the terms of the transaction are set-out in an Arrangement Agreement which is publicly filed by Garda under its profile at www.sedar.com.

ABOUT THE SPECIAL MEETING

Garda World Security Corporation will hold a special meeting of shareholders and option holders on Wednesday, October 24, 2012 at the Club St-James, 1145, Avenue Union, Montréal (Québec) Canada at 9:15 a.m. (Montréal time). Time is of the essence, and a proxy, to be effective, must be voted in advance of the Meeting and no later than 9:15 a.m. (Montreal time) on Monday, October 22, 2012 or, if the Meeting is adjourned, not later than such time on the date that is two business days prior to the date of the adjourned meeting.

Shareholders who require assistance in voting their proxy may direct their inquiry to Garda World Security Corporation's proxy solicitation agent, CST Phoenix Advisors, toll-free in North America at 1-800-332-6179 or by email at inquiries@phoenixadvisorscst.com.

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 STEPHAN CRETIER

Founder, President and CEO of Garda World Security Corporation ("Garda"), Mr. Cretier is the largest shareholder of the Corporation with directly or indirectly approximately 23.5% of shares outstanding. He founded Garda in 1995 with an investment of C$25,000 and grew the company to in excess of C$1.2B in annual revenues. Throughout his career, he has been honored on numerous occasions for his accomplishments as a business leader and entrepreneur. In 2011, he was named Entrepreneur of the Decade by Profit Magazine as one of eleven remarkable Canadian CEOs. Mr. Cretier is an engaged business person and philanthropist.

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.

NOTE: Permission to use quotations from the ISS and/or Glass Lewis' report were neither sought nor obtained.

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