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OTTAWA, Sept. 20 /CNW Telbec/ - Allen-Vanguard Corporation ("Allen-Vanguard" or the "Company") (TSX:VRS) is pleased to announce that, further to its press release dated August 31, 2007, it has priced and upsized its public offering (the "Offering") of common shares. The Company has entered into an agreement with a syndicate of underwriters led by Genuity Capital Markets and including Paradigm Capital Inc., Versant Partners Inc. and Canaccord Adams (together, the "Underwriters") for the purchase by the Underwriters of 31,580,000 common shares at a price of $9.50 per common share for aggregate gross proceeds of $300,010,000. Oppenheimer & Co. Inc. will participate as a special selling group member in the Offering of Common Shares on an exempt basis in the United States. The Underwriters will have an option, exercisable for a period of 30 days following the closing date of the Offering, to purchase from the Company that number of common shares representing up to 15% of the Offering. The Offering Price was determined by negotiation between the Company and the Underwriters.
The Company previously filed a preliminary short form prospectus describing the Offering on August 31, 2007 with each of the securities commissions in Canada and anticipates filing a final short form prospectus with each of the securities commissions in Canada on September 21, 2007. The Company anticipates that the Offering will close on September 27, 2007. Closing is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the applicable securities regulatory authorities.
"We are pleased at the exceptionally strong response to our offering and the opportunity it presents to substantially strengthen the Company's balance sheet and its operating flexibility," said David E. Luxton, President and CEO.
The net proceeds from the Offering will be used to repurchase and repay certain debt obligations incurred by the Company pursuant to the acquisition of Med-Eng Systems Inc. (the "Med-Eng Acquisition"). The net proceeds from the Offering will be used, in order of priority: (i) to repurchase $150 million of subordinated debt; (ii) to repurchase from the vendors of Med-Eng the portion of the subordinated debt representing the excess working capital of Med-Eng at the closing of the Med-Eng Acquisition; and (iii) to repay a portion of the term debt facility.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S of the United States Securities Act of 1933, as amended) unless an exemption from such registration is available. This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
Allen-Vanguard Corporation and its subsidiaries worldwide operate under the brand "Allen-Vanguard". Allen-Vanguard 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"). Allen-Vanguard'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")syndicated, 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. Allen-Vanguard'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, its strategy, expected performance and condition. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "expects," "anticipates," "plans," "believes," "estimates" or negative versions thereof and similar expressions. In addition, any statement that may be made concerning future performance, strategies or prospects, and possible future acquisitions or dispositions, is also a forward-looking statement. Forward-looking statements are based on current expectations and projections about future events and are inherently subject to, among other things, risks, uncertainties and assumptions about the Company and economic factors. Forward-looking statements are not promises or guarantees of future performance, and actual events and results could differ materially from those expressed or implied in any forward-looking statements made about the Company. Any number of important factors could contribute to these digressions, including, but not limited to, general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, business competition, technological change, changes in government regulations, unexpected judicial or regulatory proceedings, and catastrophic events. We stress that the above-mentioned list of important factors is not exhaustive. We encourage you to consider these and other factors carefully before making any investment decision and we urge you to avoid placing undue reliance on forward-looking statements. Further, you should be aware that the Company disclaims any obligation to publicly update or revise any such forward-looking statements whether as a result of new information, future events or otherwise, prior to the release of the next Management Discussion and Analysis to be released by the Company or except as required by law.
To find out more about Allen-Vanguard Corporation (TSX: VRS), visit our website at www.allen-vanguard.com.