MONTREAL, QUEBEC, CANADA--(Marketwire - Oct 4, 2012) - Garda World Security Corporation ("Garda") (GW.TO), announced that it has commenced consent solicitations with respect to proposed amendments to the indentures governing its 9.75% Senior Notes due 2017 (CUSIPs Nos. 36485MAA7 and C36025AA9; ISINs US36485MAA71, USC36025AA95, CA36485MAA77 and CAC36025AA91) (the "US Notes") and its 9.75% Senior Notes due 2017 (CUSIP No. 36485MAB5; ISIN CA36485MAB50) (the "Canadian Notes" and together with the US Notes, the "Notes"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated October 4, 2012 (the "Statement").
Garda is soliciting consents from holders of record as of 5:00 p.m., New York City and Montreal time, on October 3, 2012, to certain proposed amendments (the "Proposed Amendments") to the indentures governing the Notes (the "Indentures"), to waive the obligation to make and consummate a Change of Control Offer (as defined below) in connection with the closing of the Arrangement (as defined below) by amending the definition of "Change of Control" in the Indentures. Subject to the terms and conditions set forth in the Statement, Garda will pay eligible holders who validly deliver (and do not validly revoke) their consents at or prior to 5:00 p.m., New York City and Montreal time, on October 15, 2012 (the "Expiration Time"), a cash payment of US$2.50 per US$1,000 aggregate principal amount of US Notes or CDN$2.50 per CDN$1,000 aggregate principal amount of Canadian Notes (as applicable, the "Consent Payment"). The Consent Payment will only be payable if, among other things, the Proposed Amendments become operative and the Arrangement is consummated.
Garda is seeking the Proposed Amendments in connection with the acquisition of all of the class A shares of Garda by Crepax Acquisition Corp. (the "Purchaser") pursuant to an arrangement agreement dated as of September 7, 2012, by and between Garda and the Purchaser and a statutory plan of arrangement (the "Arrangement"). On September 28, 2012, a notice of special meeting of shareholders and optionholders and management information circular were mailed to holders of Garda''s class A shares and options to purchase class A shares, setting forth that a meeting of shareholders and optionholders is to be held on October 24, 2012, and with the Arrangement expected to be consummated as soon as practicable thereafter following the satisfaction of the conditions to the Arrangement. If the Arrangement is consummated, a Change of Control (as defined in the Indentures) is expected to occur, which would require Garda to make an offer to repurchase the Notes at 101% of the principal amount thereof plus accrued and unpaid interest (the "Change of Control Offer"). If the Proposed Amendments are adopted with respect to a series of Notes, Garda will not be required to make such Change of Control Offer. The Proposed Amendments are the only changes to the Indentures being sought in connection with the consent solicitations.
Each consent solicitation is subject to customary conditions, including, among other things, the receipt of valid consents (which consents have not been properly revoked) with respect to two-thirds in aggregate principal amount of such series of Notes (the "Requisite Consents") prior to the Expiration Time. The Proposed Amendments will be effected by supplemental indentures to the Indentures promptly after the receipt of Requisite Consents (the "Effective Time"), as described in more detail in the Statement. Delivered consents may be validly revoked until the earlier of the Effective Time or the Expiration Time. However, the Proposed Amendments with respect to a series of Notes will not become operative unless the Arrangement is consummated and the Consent Payment for such series of Notes is made.
Each consent solicitation is being made solely on the terms and subject to the conditions set forth in the Statement and the accompanying Consent Letter. Garda may, in its sole discretion, terminate, extend or amend each consent solicitation at any time as described in the Statement.
Garda has retained BofA Merrill Lynch and RBC Capital Markets to act as solicitation agents in connection with the consent solicitations. Questions may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 388-4813 (collect) or RBC Capital Markets at (877) 381-2099 (toll free), (212) 618-7822 (collect) or (416) 842-6311 (collect). Garda has retained DF King & Co., Inc. to act as the information agent for the consent solicitations. Questions and requests for additional documents may be directed to DF King & Co, Inc. at (800) 967-4612 (toll free), (212) 269-5550 (banks and brokers), or firstname.lastname@example.org.
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
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.
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