Mr. Doug Emsley reports
SSC SECURITY SERVICES CORP. ANNOUNCES SHAREHOLDER APPROVAL OF PREVIOUSLY ANNOUNCED PLAN OF ARRANGEMENT
SSC Security Services Corp. has released the voting results from its special meeting of holders of common shares of the company held today in connection with the previously announced plan of arrangement under the Business Corporations Act, 2021 (Saskatchewan), pursuant to which Universal Protection Service LP (the parent), through its wholly owned subsidiary, 102236724 Saskatchewan Ltd. (the purchaser, and together with the parent, Allied Universal), will acquire all of the issued and outstanding shares for $4.4075 per share in cash and pursuant to which certain officers and directors of the company will purchase the company's legacy assets and cybersecurity business in a management buyout transaction.
The arrangement requires: (i) the approval of 66-2/3rds per cent of the votes cast by shareholders (including the management purchasers) present or represented by proxy and entitled to vote at the meeting; and (ii) the approval of a simple majority (more than 50 per cent) of the votes cast by shareholders present or represented by proxy and entitled to vote at the meeting, other than the management purchasers and any other person required to be excluded from such vote for the purpose of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). At the meeting, the resolution approving the arrangement was approved by: (i) 99.99 per cent of the votes cast by shareholders; and (ii) 99.97 per cent of the votes cast by the minority shareholders.
Remaining conditions to completion of the arrangement
Completion of the transaction remains subject to the satisfaction or waiver of certain closing conditions that are set out in the arrangement agreement entered into between the company and Allied Universal on May 26, 2026, including receipt of final court approval and approval of the TSX Venture Exchange. SSC intends to seek a final order of the Court of King's Bench for Saskatchewan to approve the arrangement at a hearing to be held on July 27, 2026.
Subject to obtaining the final order and the satisfaction or waiver of the remaining conditions in the arrangement agreement, the transaction is anticipated to close on July 31, 2026.
About SSC Security Services Corp.
SSC is Canada's largest publicly traded security company. SSC acts as a public holding company investing in physical, electronic and cybersecurity businesses. The company has one wholly owned operating subsidiary: Logixx Security Inc., which provides physical, electronic and cybersecurity services to primarily commercial, industrial and public sector clients. The company's clients include federal and provincial governments, Crown corporations, and many high-profile corporate and public sector clients such as hospitals, airports, utility companies and police forces.
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