Allen-Vanguard announces TSX Delisting and key terms of proposed transaction

OTTAWA, Sept. 22 /CNW Telbec/ - Allen-Vanguard Corporation (TSX: VRS) ("Allen-Vanguard" or the "Company") of Ottawa, Canada announced that it has been informed that the TSX will delist the common shares of the Company on October 21, 2009 as the Company no longer meets the requirements for continued listing. Following the Company's announcement on September 12, 2009 of a going-private transaction, the TSX suspended trading in the stock as of the next trading day, September 14.

On Saturday September 12, 2009 the Company announced a going-private transaction with a private equity fund pursuant to which the investor is providing capital to reduce the debt with the Company's existing secured lenders ("Lenders") and purchase a portion of that debt. The Lenders will also write off a portion of the existing debt. The remainder of the existing debt will be converted into a multi-year restructured term loan with a new revolving credit facility and documentary credit facility. The transaction will proceed by way of court approved plan compromising and restructuring the debt as described above and cancelling all shares, options, restricted stock, warrants and other securities in the Company and any related rights (including those held by the Lenders) with no consideration paid to holders.

Closing of this transaction is subject to closing conditions customary to a transaction combining a balance sheet restructuring with new investment, including regulatory and court approvals. A closing is anticipated before the end of the year and no shareholder vote will be sought.

Forward looking statements

This press release may contain forward-looking statements, which reflect Allen-Vanguard's or Versa'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 investments, 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 ("RCIED"s). 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 Pembroke, Ontario; Ogdensburg, New York; and Tewkesbury, U.K.. 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 find out more about Allen-Vanguard Corporation (TSX: VRS), visit our website at

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For further information: For further information: on Allen-Vanguard:, (647) 822-8111

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