- Favourable exchange rate reduces fixed acquisition cost by $2 million
- HMS business on track to double fiscal 2007 revenue, EBITDA
OTTAWA, June 13 /CNW Telbec/ - Allen-Vanguard Corporation (the "Company" or "Allen-Vanguard") (TSX: VRS) of Ottawa, Canada announced today that it has completed the previously announced acquisition of all the shares of Hazard Management Solutions Ltd. and its wholly-owned U.S. subsidiary ("HMS").
Under the terms of the all-cash transaction, Allen-Vanguard paid $17.8 million at closing, and issued interest-bearing vendor loan notes in the amount of $9.5 million, which are repayable in three annual installments contingent on continued employment of the HMS principals, and which pay interest of LIBOR plus 2%. Additional consideration assuming HMS achieves escalated EBITDA targets over a three- year period would equal $10.5 million. There is also the potential for "super-achievement" consideration of up to a further $10.5 million if HMS exceeds its EBITDA targets by an average of 26% per annum over the three year period. All figures are expressed in Canadian dollars unless otherwise noted, based on the exchange rate of 2.0965 Canadian dollars to one pound sterling, at which rate the Company executed the transaction. The acquisition was funded from Allen-Vanguard's short-term investments.
Under the terms of the agreement, HMS net assets were to be $2.3 million at the closing date, with any excess or deficiency from this figure to be paid to or recovered from the principals of HMS. The Company expects to calculate the amount of any HMS net asset adjustment and to determine the allocation of purchase consideration between identifiable assets and goodwill acquired in tandem with the results for its third quarter ended June 30, 2007.
"We welcome the staff of HMS warmly to the Allen-Vanguard family," said David E. Luxton, President and CEO of Allen-Vanguard. "The market synergies between the two companies mean stronger value to customers and shareholders, with solutions in the expanding counter-IED market that encompass intelligence, consultancy and training services from HMS alongside our advanced technologies against all-hazards. The performance-based terms of this deal reflect the high confidence of the HMS principals in their ability to achieve extraordinary growth in both revenue and EBITDA."
Roger Davies, Managing Director of HMS, added, "As part of Allen-Vanguard, HMS can now capitalize on much larger opportunities in counter-IED services. The two companies share a common dedication to provide a sustainable capability against a dynamic threat, which requires both specialized training and technologies. We look forward to the prospect and rewards of leveraging our combined offerings into a uniquely superior capability for customers."
Allen-Vanguard Corporation and its subsidiaries worldwide operate under the brand "Allen-Vanguard". The Company develops and markets technologies, tools and training for defeating and minimizing the effects of hazardous devices and materials, whether Chemical, Biological, Radiological, Nuclear or Explosive (CBRNE). The Company's equipment is in service with leading security and military forces in more than 120 countries. Products include Electronic Counter-Measures ("ECM") equipment for jamming remote detonation of terrorist devices, specialty security equipment for Explosive Ordnance Disposal ("EOD"), remote intervention robots for hazardous applications, vehicle barrier systems, and personal protective wear for use in dealing with bio-chemical agents. Allen-Vanguard is the sole, worldwide licensee and/or developer of patented technologies such as the Universal Containment System and CASCAD Foam for blast mitigation and decontamination of bio-chemical warfare agents. Head office operations are located in Ottawa, Ontario, Canada, with manufacturing operations in Stoney Creek, Ontario; Tewkesbury, U.K.; and Cork, Ireland, and sales offices in Canada, the U.S., the U.K. and Asia. The Company's shares are listed on The Toronto Stock Exchange (TSX: VRS).
This press release contains forward-looking statements, which reflect Allen-Vanguard's current expectations regarding future events. These forward-looking statements are neither promises nor guarantees, but involve risks and uncertainties that may cause actual results to differ materially from those in the forward-looking statements. Allen-Vanguard disclaims any obligation to publicly update or revise any such statements.
To find out more about Allen-Vanguard Corporation (TSX:VRS), visit our website at www.allen-vanguard.com.