Garda World Security Acquires Vance International

On January 17, 2006, Garda World Security Corporation completed the acquisition of Vance International, Inc. and its subsidiaries from SPX Corp., which acquisition had been previously announced on November 28, 2005. The purchase price was approximately US$67, 250,000. Garda is a leading provider of security and cash handling services in North America and Vance is a global investigation and security firm known for its expertise in managing risks. To finance the acquisition and to replace existing facilities, new $135 million senior credit facilities were arranged by BMO Nesbitt Burns and Caisse de dépôt et placement du Québec and senior subordinated notes in an aggregate principal amount of $25 million were issued to BMO Nesbitt Burns Equity Partners Inc. and the Caisse.

Garda was advised by Ogilvy Renault LLP with a team that consisted of Francis Legault, Frank Picciola, Patrick Shea and Nicolas Labrecque (M&A) and Robert Borduas and George Maughan (banking), along with Pierre-Hubert Séguin of Séguin Racine, who also acts as corporate secretary of Garda.

In connection with certain US legal matters, Garda was advised by Schiff Hardin LLP with a team that consisted of Randolph Perkins (strategic and corporate), Melissa Krasnow (corporate and regulatory), William Hannay and Peter Rossiter (regulatory), Edward Spacapan, Jr. (employee benefits), Ralph Morris (labour), Katherine Levy (tax), Garry Grossman (government contracts), James E. Brown, Brendan Kelly and John Capone (financing) and Gladys Zolna (benefits).

SPX was advised by Paul Hally, its group general counsel, Gardner Carton & Douglas LLP and Holland & Knight LLP. The Gardner Carton & Douglas team consisted of Stephen Tsoris and Noemi Flores (M&A), Glenn Ferencz (tax), Steve Shonder (Hart-Scott-Rodino) and David Tanner (real estate). The Holland & Knight team consisted of Ronald Oleynik (CFIUS/FOCI mitigation) and David Metzger (government contracts).

Bank of Montreal, as administrative agent, and BMO Nesbitt Burns and the Caisse, as co-lead arrangers, under the senior credit facilities were advised in Canada by Michel Deschamps and Mary Jeanne Phelan of McCarthy Tétrault LLP, and in the US by Lisa Olsen and Mark O'Meara of Chapman and Cutler LLP.

BMO Nesbitt Burns Equity Partners and the Caisse, as purchasers of the senior subordinated notes, were represented by Vitale Santoro, Barbara Farina and Christopher Main of Fraser Milner Casgrain LLP.