Vanguard Completes Acquisition of PW Allen Holdings

On August 12, 2004, Vanguard Response Systems Inc. of Ottawa acquired all of the shares of PW Allen Holdings Ltd. of Tewkesbury, UK, for a value of more than C$35 million.

Vanguard develops and markets counter-terrorism technologies, tools and training for defeating and minimizing the effects of hazardous devices and materials, whether chemical, biological, radiological, nuclear or explosive. Vanguard is the sole, worldwide licensee and/or developer of patented technologies such as the Universal Containment System and CASCAD Foam for blast mitigation, decontamination of bio-chemical warfare agents, and personal protective gear. It has recently acquired operations specializing in mobile robots for hazardous applications, explosive ordnance disposal tools, vehicle barrier systems and suspect package containers in two other acquisitions completed in March 2004 for a value of up to C$28 million.

PW Allen Holdings is a specialist equipment manufacturer for the UK Ministry of Defence which develops, manufactures and sells its own explosive ordnance disposal equipment, search detection equipment, bomb technician tools and Electronic Counter Measures equipment for jamming radio and cell phone transmissions to stop remote detonation of bombs by terrorists. The company also integrates third party products into turnkey solutions.

The transaction was funded using a combination of cash on hand, existing credit facilities, and short-term notes. The purchase price was paid by pnds stlg 7.25 million in cash, vendor notes of pnds stlg 2.6 million, plus up to 2.6 million common shares of Vanguard and 1.4 million share purchase warrants of Vanguard. Each warrant entitles the holder thereof to acquire one common share of Vanguard at $4.75 per share for a period of three years following closing of the transaction.

Vanguard’s general counsel and corporate secretary, Elisabeth Preston, instructed and managed a team of lawyers in multiple jurisdictions. In connection with the acquisition, vendor notes and warrants, and notices and filings with the Toronto Stock Exchange and Ontario Securities Commission, Vanguard was represented by Blake, Cassels & Graydon, which acted as Canadian counsel with a team that included Eric Elvidge, Julie Abraham and Gary Jessop (corporate/securities) in Ottawa, with assistance from Ian Binnie (financial services) in Toronto.
Morgan Cole acted as UK counsel and assited with due diligence with a team that included Bruce Potter, Michael Stace, Daisy Raven and Guy Constant. The previous acquisitions completed in March 2004 were completed by Vanguard without use of outside counsel.

Michael Ward and Chris Reed of Gateley Wareing acted as UK counsel to PW Allen Holdings, and Matthew Cockburn and David Nowak of Torys provided advice on the Canadian aspects of the transaction. Alex Rudzinski from Deloitte & Touche provided corporate finance advice to the vendors.