Allen-Vanguard issues warrants to lending syndicate under terms of credit facility



    OTTAWA, April 30 /CNW Telbec/ - Allen-Vanguard Corporation
("Allen-Vanguard" or the "Company") (TSX:VRS) today announced that in
accordance with its amended and restated credit facilities entered into on
December 29, 2008 (the "New Credit Facility"), the Company has elected to
issue 16,496,000 warrants exercisable at $0.2114 per share for a period of
five years to certain members of its lending syndicate. All amounts are in
Canadian dollars unless otherwise specified.
    Under the terms of the New Credit Facility, as announced on December 29,
2008 and as fully disclosed in Note 10 to the Financial Statements of
Allen-Vanguard for the year ended September 30, 2008 and Information Circular
for its annual and special meeting held in March 2009, certain members of the
lending syndicate were entitled to an additional cash payment from the Company
based on appreciation in the Company's share price over a five-year period
according to a pre-determined formula (the "Share Appreciation Right") unless
the Company reduced its long-term debt by US$50 million by April 30, 2009. In
lieu of and in complete replacement of such Share Appreciation Right, the
Company had the option of issuing additional warrants (the "SAR Replacement
Warrants") to certain of the lenders entitling them to acquire up to 10% of
the fully diluted common shares of the Company, subject to shareholder
approval. At the Company's meeting of shareholders held on March 16, 2009, a
majority of disinterested shareholders of the Company approved the creation
and issuance of the SAR Replacement Warrants.
    The Company clarified that there was no requirement under the terms of
the credit facility to repay US$50 million of long-term debt by April 30,
2009; but such a repayment would have avoided the issuance of these SAR
Replacement Warrants.
    The Company recently announced that it is continuing discussions on an
exclusive basis with a U.S. equity investor group in a potential deal that
would significantly reduce the Company's long-term debt in a going-private
transaction.

    Forward looking statements

    This press release may contain forward-looking statements, which reflect
Allen-Vanguard's current expectations regarding future events, its 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. 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 Company 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 the Company. 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 the Company disclaims 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 the Company or except as
required by law.

    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 DefenderTM and VanguardTM 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 TritonTM 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

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ALLEN-VANGUARD CORPORATION

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