A consortium formed by Stephan Cretier, Founder, Chairman and Chief Executive Officer of Garda World Security Corporation and Apax Partners Worldwide LLP entered into a definitive agreement to acquire all class A shares of Garda World Security Corporation (TSX:GW) from Stephan Cretier and other shareholders for approximately CAD 380 million in cash on September 7, 2012. Under the terms of the agreement, every shareholder will receive CAD 12 for each shares held by them. The consortium buyer has obtained the Equity Financing Commitments from Apax VIII – A L.P. and Apax VIII – 1 L.P. of CAD 280 million to finance the arrangement and the reverse termination fee. The buyer also received a debt commitment letter for up to CAD 350 million of debt financing from Bank of America, N.A. and Royal Bank of Canada consisting CAD 250 million in an aggregate principal amount under a senior secured term loan facility and CAD 100 million in an aggregate principal amount under a senior secured revolving credit facility. A Special Committee of independent directors has recommended the transaction. The closing of the deal is subject to customary closing conditions, shareholder approval, dissenters rights, court approval, regulatory approvals and the approval of Garda World Security Corporation's shareholders by more than 66 2/3% of the votes cast by shareholders present in person or by proxy at the special meeting and by holders of more than 50% of the votes cast by Garda World Security Corporation's minority shareholders. The Board of Directors of Garda World Security Corporation has unanimously recommended that shareholders vote in favor of the transaction at the special meeting of shareholders that will be called to approve the transaction.

Shareholders (including Stephan Cretier) holding approximately 25.6% of the outstanding Class A shares have entered into voting agreements pursuant to which such shareholders have agreed to vote their Class A shares in favor of the transaction, subject to the terms and conditions of such voting agreements. The deal is expected to close later in 2012. As of September 29, 2012, Garda World Security Corp shall be entitled to pay CAD 10 million, and Apax Partners Worldwide LLP shall pay CAD 12 million, in case of termination of the deal from either of the parties. Special meeting of shareholders and option holders will be held on October 24, 2012. As of October 24, 2012, transaction has been approved by Garda World Security shareholders. As of October 29, 2012, the transaction has been approved by the Quebec Superior Court.

Francis Legault, Stephen Kelly and Amar Leclair-Ghosh of Norton Rose Canada LLP acted as legal advisor and Desjardins Capital Markets as independent valuator and financial advisor to the Special Committee of Garda World. Pierre-Hubert Seguin of Seguin Racine Ltd acted as legal advisor to Garda World Security Corporation. UBS Securities Canada Inc. acted as financial advisor to Board of Directors, also UBS Securities Canada Inc. together with TD Securities Inc. acted as M&A advisor to Garda World Security Corporation. Royal Bank of Canada acted as the financial advisor to Apax Partners Worldwide LLP. Brian M. Pukier, Amanda Linett, Jeff Hershenfield, Adeline Lee, Ryan Kirvan, John Lorito, Jeffrey Brown, Ashley Weber, Andrea Boctor, Luc Vaillancourt, Lorna Cuthbert, Kelly O'Ferrall, Jamie Klein, Craig Mitchell, Sumbul Ali, Kristin Kightley, Maxime Turcotte, Dana Borshy, Alexandra Tremblay, Hélène Bussières, Stephanie Weschler, Jonathan Auerbach and Tricia Lees of Stikeman Elliot LLP and Ryerson Symons, Michael T. Holick, Samuel M. Warfield, Kate Yoon, Brian Steinhardt, Adam Shapiro, Daniel Kay, Lauren Colasacco, Seth Niedermayer, Kenneth Wallach, Sunny Cheong, Allison Wilson, Brian Robbins, Doug Tang, Gary Mandel, Jonathan Cantor, Danny Salinas, Mindy Lok, Michael Isby, Josh Levine, Marc Hennes, Peter Thomas, Dave Shogren, George Wang, Conor Reidy, David Vann, Michael Naughton, Etienne Renaudeau, Sam Charlton, Joyce Xu, Jordan Taylor and Tyler Flood of Simpson Thacher & Bartlett L.L.P. acted as legal advisors and PwC Corporate Finance acted as financial advisor to Apax Partners Worldwide LLP. McCarthy Tétrault LLP acted as legal advisor for Garda World. Todd Fogarty of Kekst and Company and Fergus Wheeler of FTI Consulting acted as PR advisor to Apax Partners Worldwide LLP. McCarthy Tetrault also advised UBS, which handled transaction advice for Garda. CST Phoenix Advisors acted as the information agent for Garda and will receive a fee of CAD 45,000 for its services. Desjardins Capital Markets will receive a fee of CAD 0.75 million for its services. Canadian Stock Transfer Co. acted as depository in the transaction. ISS Proxy Advisory Services and Glass Lewis & Co. acted as independent advisory firm for Garda World and recommended to vote in favor of the special resolution approving an acquisition.

A consortium formed by Stephan Cretier, Founder, Chairman and Chief Executive Officer of Garda World Security Corporation and Apax Partners Worldwide LLP completed the acquisition of all class A shares of Garda World Security Corporation (TSX:GW) from Stephan Cretier and other shareholders on November 13, 2012. The shares of Garda will be delisted from the Toronto Stock Exchange on or about November 15, 2012.