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Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?

To: Glenn Petersen who wrote (1907)	1/26/2009 4:22:59 PM
From: Glenn Petersen	Read Replies (1) \| Respond to of 3862

Tailwind Financial, Inc. which terminated its letter of intent to acquire 20 dry bulk vessels on August 27, 2008, has announced that it has reached an agreement to purchase the already public Allen-Vanguard Corp., a security equipment maker. Defense firm Allen-Vanguard to be bought by Tailwind Mon Jan 26, 2009 11:12am EST Jan 26 (Reuters) - Security equipment maker Allen-Vanguard Corp (VRS.TO), which has been battling mounting debt, agreed to be bought by Tailwind Financial Inc (TNF.A), a special purpose acquisition company, in a stock deal valued at about $35 million. Tailwind valued Allen-Vanguard, which specializes in jamming systems that prevent the detonation of remote-controlled bombs, at about $235 million, including about $200 million in debt, according to a regulatory filing. Allen-Vanguard's shares, which were trading at C$11.95 in 2007, rose 6 cents to 26 Canadian cents, before paring some gains to trade at 23.5 Canadian cents Monday on the Toronto Stock Exchange. "New capital from the Tailwind transaction and concurrent rights offering will enable us to reduce our long-term debt in the timeframe required by our lenders," David Luxton, Allen-Vanguard's chief executive, said in a statement. Ottawa-based Allen-Vanguard, which has been struggling since its C$600-million acquisition of rival Med-Eng systems in 2007, had cut jobs and deferred paying debts last year. Allen-Vanguard also said it planned to complete a rights offering of up to C$100 million, contingent on the completion of the merger and required regulatory approval. TERMS OF THE DEAL Stockholders of Allen-Vanguard will receive 4.3 million shares of Tailwind common stock based upon the current number of outstanding shares of Allen-Vanguard and an exchange rate valuing C$1 at $0.8387. Allen-Vanguard said additional 1.06 million shares of Tailwind common shares might be issued, using the same exchange ratio, if all outstanding warrants of Allen-Vanguard are exercised. Tailwind will pay the consideration of about $35 million through the issuance of common stock and $147 million through issuance of about 18 million shares valued at $8.17, if rights offering is fully subscribed and completed. The merged entity will be called Allen Vanguard Corp and will be listed on the NYSE Alternext US. The merger is expected to close in mid-April and would result in Allen-Vanguard becoming a wholly owned indirect unit of Tailwind. Allen-Vanguard has also agreed to pay a break fee of $5 million to Tailwind under certain circumstances. ($1=1.232 Canadian Dollar) (Reporting by R. Manikandan and Chakradhar Adusumilli in Bangalore; Editing by Himani Sarkar and Amitha Rajan) us.rd.yahoo.com*http://www.reuters.com/legacyArticle?duid=mtfh75124_2009-01-26_16-12-03_bng213148_newsml&rpc=44&type=marketsNews