Garda World Security Acquires ATI Systems

On April 10, 2007, Montreal based Garda World Security Corporation completed the acquisition of Pasadena, California based ATI Systems International, Inc. and its subsidiaries. The purchase price included a cash component of approximately $393 million and the assumption of certain liabilities totalling approximately $70 million. The acquisition was funded through the refinancing of Garda's existing credit facilities totalling $250 million and US$320 million arranged by BMO Capital Markets and Caisse de dépôt et placement du Québec. This acquisition propels Garda into North America's second-largest cash logistics services provider, with more than 9,000 employees and 2,000 vehicles. Garda is a leading provider of consulting, investigation and security services with offices across Canada, the United States, Mexico, Europe and the Middle East, and ATI is a US cash logistics company.

Garda was advised by Ogilvy Renault LLP with a team that consisted of Francis Legault, Sara Joli-Coeur, Patrick Shea, Dustin Isaacs and Nathalie Proulx (M&A and corporate). Garda was also advised by Séguin Racine, Attorneys with a team that consisted of Pierre-Hubert Séguin (who is also the corporate secretary of Garda) and Éric Archambault (corporate), Angela Kosciuk, Mario Naim and Steven Roch (banking), Serge Racine (tax) and Jean Martel (employment). In connection with certain US legal matters, Garda was advised by Schiff Hardin LLP with a team that consisted of Randolph Perkins and Nathan Engel (corporate) and Daniel Deeb (environment) and by Holland & Knight LLP with a team that consisted of Ronald Oleynik and Jonathan Epstein (regulatory), Robert Dillon and John Pritchard (aircraft finance), John Dierking (antitrust) and Kerry Kehoe (banking).

ATI was advised by Mark Livingston, its vice-president and general counsel; by Dechert LLP with a team that consisted of Charles Weissman, Jay Alicandri and Jamela Debelak (M&A and corporate), James Nix (tax), Sean Porter and Ian Lane (real estate) and Paul Denis and Andrew Topps (antitrust); and by Malcolm Benge (regulatory) of Zuckert, Scoutt & Rasenberger, LLP.

BMO Capital Markets and Caisse de dépôt et placement du Québec as co-lead arrangers under the credit facilities were represented in Canada by Michel Deschamps, Richard O'Doherty, Mary Jeanne Phelan and François Dupuis of McCarthy Tétrault LLP and in the US by Gregory Klamrzynski, Mark O'Meara and Justin Garner of Chapman and Cutler LLP.