Allen-Vanguard Corporation Prices Offering of Common Shares


    OTTAWA, Sept. 20 /CNW Telbec/ - Allen-Vanguard Corporation
("Allen-Vanguard" or the "Company") (TSX:VRS) is pleased to announce that,
further to its press release dated August 31, 2007, it has priced and upsized
its public offering (the "Offering") of common shares. The Company has entered
into an agreement with a syndicate of underwriters led by Genuity Capital
Markets and including Paradigm Capital Inc., Versant Partners Inc. and
Canaccord Adams (together, the "Underwriters") for the purchase by the
Underwriters of 31,580,000 common shares at a price of $9.50 per common share
for aggregate gross proceeds of $300,010,000. Oppenheimer & Co. Inc. will
participate as a special selling group member in the Offering of Common Shares
on an exempt basis in the United States. The Underwriters will have an option,
exercisable for a period of 30 days following the closing date of the
Offering, to purchase from the Company that number of common shares
representing up to 15% of the Offering. The Offering Price was determined by
negotiation between the Company and the Underwriters.
    The Company previously filed a preliminary short form prospectus
describing the Offering on August 31, 2007 with each of the securities
commissions in Canada and anticipates filing a final short form prospectus
with each of the securities commissions in Canada on September 21, 2007. The
Company anticipates that the Offering will close on September 27, 2007.
Closing is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the applicable
securities regulatory authorities.
    "We are pleased at the exceptionally strong response to our offering and
the opportunity it presents to substantially strengthen the Company's balance
sheet and its operating flexibility," said David E. Luxton, President and CEO.
    The net proceeds from the Offering will be used to repurchase and repay
certain debt obligations incurred by the Company pursuant to the acquisition
of Med-Eng Systems Inc. (the "Med-Eng Acquisition"). The net proceeds from the
Offering will be used, in order of priority: (i) to repurchase $150 million of
subordinated debt; (ii) to repurchase from the vendors of Med-Eng the portion
of the subordinated debt representing the excess working capital of Med-Eng at
the closing of the Med-Eng Acquisition; and (iii) to repay a portion of the
term debt facility.
    This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The securities
have not and will not be registered under the United States Securities Act of
1933, as amended, or any state securities laws and may not be offered or sold
within the United States or to U.S. Persons (as such term is defined in
Regulation S of the United States Securities Act of 1933, as amended) unless
an exemption from such registration is available. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy nor shall
there be any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.

    About Allen-Vanguard

    Allen-Vanguard Corporation and its subsidiaries worldwide operate under
the brand "Allen-Vanguard". Allen-Vanguard develops and markets technologies,
tools and training for defeating and minimizing the effects of hazardous
devices and materials, whether Chemical, Biological, Radiological, Nuclear or
Explosive ("CBRNE"). Allen-Vanguard's equipment is in service with leading
security and military forces 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")syndicated, remote intervention robots for hazardous
applications, vehicle barrier systems, and personal protective wear for use in
dealing with bio-chemical agents. Allen-Vanguard is the sole, worldwide
licensee and/or developer of patented technologies such as the Universal
Containment System and CASCAD Foam for blast mitigation and decontamination of
bio-chemical warfare agents. Head office operations are located in Ottawa,
Ontario, Canada, with manufacturing operations in Stoney Creek, Ontario;
Tewkesbury, U.K.; and Cork, Ireland, and sales offices in Canada, the U.S.,
the U.K. and Asia. Allen-Vanguard's shares are listed on The Toronto Stock
Exchange (TSX: VRS).

    This press release contains 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.

    To find out more about Allen-Vanguard Corporation (TSX: VRS), visit our
website at
    %SEDAR: 00018026E

For further information:

For further information: Elisabeth Preston, (613) 614-4884

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