Garda To Go Private In C$1.1 Bln. Deal - Update

9/7/2012 12:58 PM ET

Security solutions provider Garda World Security Corp. (GW.TO: Quote, GWDAF.PK), Friday agreed to be acquired by a consortium led by its Founder and Chief Executive Officer Stephan Cretier for C$1.1 billion in cash, including assumed debt. The transaction is expected to close later this calendar year.

As per the terms, the consortium, which also includes a subsidiary of funds advised by private equity Apax Partners, will acquire each Class A share of Garda for C$12.00 in cash, which represents a 30 percent premium over the closing price of the shares on September 6.

"Garda is a great Canadian success story and we intend to expand on that achievement," said CEO 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...," Cretier added.

Upon recommendations of a special committee, the Board of Garda has approved the transaction and has recommended shareholders vote in favor of the deal.

Shareholders holding about 25.6 percent of the outstanding Class A shares have agreed to vote in favor of the transaction.

The completion of the transaction is subject to Court approval. It is also subject to the approval of Garda's shareholders by more than 66 2/3 percent of the votes cast at the special meeting and by holders of more than 50 percent of the votes cast by Garda's minority shareholders.

Norton Rose Canada LLP advised the special committee, Seguin Racine is acting as legal advisor, while UBS Securities Canada Inc. and TD Securities acted as advisers to Garda.

Garda is a global provider of security and cash logistics solutions. With headquarters in Montreal, Canada, the firm's 45,000 professionals serve clients in countries throughout North America, Europe, Latin America, Africa, Asia and the Middle East.

Garda earlier today reported its second quarter profit rose to C$4.9 million or 0.15 basic per share from C$3.8 million or C$0.12 per share last year. Revenue for the quarter increased 13.7 percent to C$337 million from a year ago.

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by RTT Staff Writer

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