Garda announces agreement to be acquired by company Founder and CEO Stephan Cretier and Apax Funds
7 September 2012
Montreal, Quebec, Canada
Garda World Security Corporation ("Garda") (TSX:GW),
one of the leading Security Solutions and Cash Logistics firms in
the world, announced today that it has entered into a
definitive agreement pursuant to which a consortium formed by
Stephan Cretier, Founder, Chairman and CEO of Garda, and a
subsidiary of funds advised by Apax Partners ("Apax"), a global
private equity firm, have agreed to acquire Garda for C$1.1 billion
in cash, including assumed debt.
Under the terms of the transaction, which is structured as a
plan of arrangement under the Canada Business Corporations Act, the
consortium will acquire each Class A share of Garda for C$12.00 in
cash, which represents a 30% premium over the closing price of the
Class A shares on September 6, 2012 and a 45% premium to the 90-day
volume-weighted average price of Garda Class A shares on the
Toronto Stock Exchange for the period ended September 6, 2012, the
last trading date prior to this announcement.
"Garda is a great Canadian success story and we intend to
expand on that achievement," said Stephan Cretier. "To achieve this
goal, we intend to continue to pursue our growth strategy both
organically and through acquisitions, which we can more efficiently
accomplish as a private company. With Apax becoming a major
shareholder, Garda will have access to a more flexible and
efficient structure to fuel its growth.
"The investment by Apax is a 'win-win' opportunity for
everyone involved. It provides Garda shareholders with a
significant all-cash premium for their shares, while assuring a
superior and sustained service for our clients," continued Mr.
Cretier. "I'm proud of our accomplishments over our 17-year
history. We owe our success and our bright future prospects to the
talented and dedicated people at all levels of our company."
Mitch Truwit, a Partner at Apax and Co-Head of the firm's
Financial & Business Services team, said, "We are excited to
partner with Garda's highly-motivated, entrepreneurial management
team to pursue growth opportunities in selected markets
The transaction has been approved unanimously by the Board of
Directors of Garda (with Mr. Cretier abstaining) following the
unanimous recommendation of a Special Committee of Independent
Directors. The Board of Directors of Garda determined that
the transaction is fair to shareholders and is in the best
interests of Garda. The Board of Directors of Garda also
unanimously recommends that shareholders vote in favour of the
transaction at the special meeting of shareholders that will be
called to approve the transaction.
UBS Securities Canada Inc., as financial advisor to the Board of
Directors, and Desjardins Capital Markets, as independent valuator
and financial advisor to the Special Committee, have each provided
an opinion that the consideration to be received by the Class A
Shareholders (other than Mr. Cretier) under the plan of arrangement
is fair, from a financial point of view, to the shareholders other
than Mr. Cretier. Desjardins Capital Markets has also
provided the Special Committee with a formal valuation that
concludes that the fair market value of the Class A shares is
between C$10.75 and C$12.25 per Class A share.
Norton Rose Canada LLP advised the Special Committee, Séguin
Racine is acting as legal advisor, UBS Securities Canada Inc. and
TD Securities acted as M&A advisors to Garda.
Royal Bank of Canada acted as M&A advisor to Apax Partners
and along with Bank of America Merrill Lynch are providing
financing for the transaction. Stikeman Elliot LLP and
Simpson Thacher & Bartlett L.L.P. acted as legal counsel and
PwC as financial diligence advisor to Apax Partners.
Shareholders (including Mr. Cretier) holding approximately 25.6%
of the outstanding Class A shares have entered into voting
agreements pursuant to which such shareholders have agreed to vote
their Class A shares in favour of the transaction, subject to the
terms and conditions of such voting agreements.
The completion of the transaction is subject to Court approval
and the approval of Garda's shareholders by more than 66 2/3%
of the votes cast by shareholders present in person or by proxy at
the special meeting and by holders of more than 50% of the votes
cast by Garda's minority shareholders. The Company intends to
mail a proxy circular in the upcoming weeks to shareholders and
option holders for a meeting expected to be held in October 2012.
The transaction is subject to customary closing conditions,
including receipt of all regulatory approvals, and is expected to
close later this calendar year.
Further details regarding the terms of the transaction are
set-out in an Arrangement Agreement which will be publicly filed by
Garda under its profile at www.sedar.com.
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 further information about
Garda, please 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
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.
Nathalie de Champlain, VP Communications
Tel: +1 561 939 2330
Ben Harding/Georgiana Brunner
Tel: +44 (0)20 7872 6401/6429
Garda - US Enquiries Apax - US Enquiries
Joe Gavaghan, Director Communications Kekst and Company
Tel: +1 302 294 2162 x 400162 Todd Fogarty
Tel: +1 212 521 4854
Garda - Canada Enquiries
Isabelle Panelli, Corporate Affairs
Tel: +1 514 281 2811 x 2550