Allen-Vanguard Corporation Announces Filing of Rights Offering Preliminary Short-Form Prospectus



    OTTAWA, Jan. 27 /CNW Telbec/ - Allen-Vanguard Corporation (TSX: VRS)
("Allen-Vanguard" or the "Company") of Ottawa, Ontario, Canada is pleased to
announce the filing of a preliminary short form prospectus dated January 26,
2009 in both official languages, in each of the provinces and territories of
Canada in respect of the rights offering (the "Rights Offering") of
subscription receipts. The Rights Offering is subject to receipt of all
regulatory approvals, including the approval of the Toronto Stock Exchange.
    The record date, the expiry date, the size of the Rights Offering, and
the number of rights required to purchase one subscription receipt (the "Basic
Subscription Privilege") will be determined after consultation with our
shareholders and prior to the filing of the final prospectus. The Company will
make a further announcement with respect to these matters at the time of the
filing of the final prospectus. Holders of rights who fully exercise their
rights under the Basic Subscription Privilege will be entitled to subscribe on
a pro rata basis for additional subscription receipts, if available, that were
not subscribed for by other holders of rights pursuant to their Basic
Subscription Privilege, on or before the expiry date.
    As previously announced, the Company and Tailwind Financial Inc.
("Tailwind") have entered into an arrangement agreement (the "Arrangement
Agreement") whereby, pursuant to a plan of arrangement, a wholly-owned
subsidiary of Tailwind will acquire all of the issued and outstanding common
shares of the Company in exchange for shares of Tailwind. The Arrangement
Agreement permits Allen-Vanguard to complete a rights offering of up to C$100
million at a subscription price of C$0.285 per subscription receipt.

    Forward looking statements

    This press release may contain forward-looking statements, which reflect
Allen-Vanguard and Tailwind's current expectations regarding future events,
strategy, expected performance and condition. Forward-looking statements
include statements that are predictive in nature, that depend upon or refer to
future events or conditions, or that include words such as "expects,"
"anticipates," "plans," "believes," "estimates" or negative versions thereof
and similar expressions including the completion of the transaction, the
expected benefits of the transaction and the completion of the Rights
Offering. In addition, any statement that may be made concerning future
performance, strategies or prospects, and possible future acquisitions or
dispositions, is also a forward-looking statement. Forward-looking statements
are based on current expectations and projections about future events and are
inherently subject to, among other things, risks, uncertainties and
assumptions about the parties and economic factors. Forward-looking statements
are not promises or guarantees of future performance, and actual events and
results could differ materially from those expressed or implied in any
forward-looking statements made about Allen-Vanguard or Tailwind. Any number
of important factors could contribute to these digressions, including, but not
limited to, general economic, political and market factors in North America
and internationally, interest and foreign exchange rates, global equity and
capital markets, business competition, technological change, changes in
government regulations, unexpected judicial or regulatory proceedings, and
catastrophic events. We stress that the above-mentioned list of important
factors is not exhaustive. We encourage you to consider these and other
factors carefully before making any investment decision and we urge you to
avoid placing undue reliance on forward-looking statements. Further, you
should be aware that Allen-Vanguard and Tailwind disclaim any obligation to
publicly update or revise any such forward-looking statements whether as a
result of new information, future events or otherwise, prior to the release of
the next Management Discussion and Analysis to be released by each of
Allen-Vanguard and Tailwind or except as required by law.
    Any statements contained in this press release that do not describe
historical facts may constitute forward-looking statements as that term is
defined by the United States Private Securities Litigation Reform Act of 1995.
Any such forward-looking statements contained herein are based on current
expectations, but are subject to a number of risks and uncertainties that may
cause actual results to differ materially from expectations such as material
adverse events affecting Allen-Vanguard and/or Tailwind, the ability of
Tailwind to satisfy the conditions to completion of the business combination
and those other risks and uncertainties detailed in Tailwind's filings with
the Securities and Exchange Commission.

    About Tailwind Financial

    Tailwind was incorporated in Delaware on June 30, 2006 as a special
purpose acquisition company whose objective is to acquire, through a purchase,
asset acquisition, or other business combination, one or more operating
businesses. Tailwind completed its initial public offering on April 17, 2007
raising proceeds of US$100 million which is held in trust. All of the funds
held in Tailwind's trust account are invested in the JPMorgan 100% U.S.
Treasury Securities Money Market Fund.
    To learn more about Tailwind Financial Inc. (NYSE Alternext US:TNF,
TNF.U, TNF.WS) please visit www.tailwindfc.com

    About Allen-Vanguard

    Allen-Vanguard Corporation supports the mission of military and homeland
security forces around the world with leading proprietary solutions for
protection and counter-measures against hazardous devices of all kinds,
whether chemical, biological, radiological or explosive (CBRNE), including
improvised explosive devices (IEDs) and remotely controlled IEDs (RCIEDs).
Allen-Vanguard equipment is in service in more than 120 countries. Products
include Electronic Counter-Measures ("ECM") equipment for jamming remote
detonation of terrorist devices, specialty security equipment for Explosive
Ordnance Disposal ("EOD"), remote intervention robots for hazardous
applications, and personal protective wear for use in dealing with explosive
and bio-chemical agents. Allen-Vanguard is the developer and/or sole,
worldwide licensee of proprietary technologies such as the Med-Eng bomb suit,
the Defender(TM) and Vanguard(TM) Mk2 bomb disposal robots, and the Universal
Containment System and CASCAD Foam system for blast mitigation and
decontamination of bio-chemical warfare agents. Professional services
encompass counter-IED intelligence, training and advisory services, including
the Triton(TM) Report on terrorist incidents around the world. The Company
operates globally through its wholly-owned subsidiaries under the names
"Allen-Vanguard", "Med-Eng" and "Hazard Management Solutions". Head office
operations are located in Ottawa, Ontario, Canada, with manufacturing
operations in Stoney Creek and Pembroke, Ontario; Ogdensburg, New York;
Tewkesbury, U.K.; and Cork, Ireland; The Company has professional services
operations in Shrivenham, UK, Canada and in the U.S. in Arlington, Virginia,
plus sales offices in Canada, the U.S., the U.K. and Asia. Allen-Vanguard's
shares are listed on The Toronto Stock Exchange (TSX) under the symbol "VRS".
    To learn more about Allen-Vanguard Corporation (TSX: VRS), visit
www.allenvanguard.com.
    %SEDAR: 00018026E




For further information:

For further information: Allen-Vanguard Corporation: Robin Sundstrom,
(647) 822-8111, ir@allenvanguard.com.; Tailwind Financial Inc.: Andrew McKay,
(416) 601-2422, amckay@tailwindfc.com

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ALLEN-VANGUARD CORPORATION

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