MONTREAL, QUEBEC, CANADA--(Marketwire - Oct 16, 2012) - Garda World Security Corporation ("Garda") (GW.TO) announced (i) the receipt of the requisite consents to the proposed amendments to the indenture governing its 9.75% Senior Notes due 2017 (CUSIPs Nos. 36485MAA7 and C36025AA9; ISINs US36485MAA71, USC36025AA95, CA36485MAA77 and CAC36025AA91) (the "US Notes"), upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated October 4, 2012 (the "Statement") and (ii) the extension of the expiration time of its previously announced consent solicitation (the "Canadian Notes Solicitation") in respect of the proposed amendments to the indenture governing its 9.75% Senior Notes due 2017 (CUSIP No. 36485MAB5; ISIN CA36485MAB50) (the "Canadian Notes" and together with the US Notes, the "Notes"). Pursuant to the consent solicitation for each series of Notes, Garda has solicited 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 (the "Indentures") governing the Notes, 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 each Indenture.
Garda has received and accepted valid consents with respect to US$220,055,000, or approximately 88%, of the outstanding aggregate principal amount of U.S. Notes. Accordingly, on October 15, 2012, Garda entered into a supplemental indenture with respect to the Indenture governing the US Notes reflecting the Proposed Amendments (the "Supplemental Indenture" and such time, the "Effective Time"). Pursuant to the terms of the Supplemental Indenture, the Proposed Amendments became effective at the Effective Time and thereafter bind every holder of US Notes. However, the Proposed Amendments will not become operative unless the Arrangement (as defined in the Statement) is consummated and upon payment of the consent fee contemplated by the Statement. Holders of the U.S. Notes for which a consent has been received (and not validly revoked) will be paid an amount of US$2.50 per US$1,000 aggregate principal amount of US Notes (the "Consent Payment") if the conditions to the consent solicitation with respect to the US Notes are satisfied or waived. The consent solicitation for the US Notes expired at 5:00 p.m., New York City and Montreal time, on October 15, 2012.
Garda has received valid consents with respect to CDN$106,270,000, or approximately 61%, of the outstanding aggregate principal amount of the Canadian Notes. The Proposed Amendments with respect to the Canadian Notes requires the consent of two-thirds in aggregate principal amount of the outstanding Canadian Notes. Garda has extended the expiration time for the Canadian Notes Solicitation to 5:00 p.m., New York City and Montreal time, on October 18, 2012, as amended (the "Expiration Time").
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"). Garda will not be required to make such Change of Control Offer with respect to each series of Notes for which the Proposed Amendments are adopted and become operative. The Proposed Amendments are the only changes to the Indentures being sought in connection with the consent solicitations.
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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