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|Universal Guardian Holdings, Inc. Press Release||FlashlightNews.org - 11/29/2007|
Embattled company signs merger term sheet with Isonics Corporation
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NEWPORT BEACH, Ca. - Universal Guardian Holdings, Inc. (OTC Bulletin Board: UGHO), an emerging global leader in non-lethal protection products and strategic security services to protect against terrorist, criminal, and security threats today announced that on November 16, 2007, it entered into a non-binding term sheet with Isonics Corporation to complete a merger by which Isonics will acquire all of the outstanding shares of Universal Guardian.
"Universal Guardian believes that, if completed, this will be a synergistic merger between UG Services and UG Products with Isonics' Protection Plus Security Corporation subsidiary based in New York," stated Kevin Westcott, President and COO of Universal Guardian.
The non-binding term sheet contemplates a tax-free reorganization for the shareholders of Universal Guardian pursuant to which they would receive Isonics common stock with an aggregate value of approximately $10.3 million, with the price of Isonics common stock to be valued at 100% of the 5-day volume weighted average price (VWAP) of Isonics common stock following shareholder approval. Existing Universal Guardian debt holders would receive shares of Isonics convertible preferred stock. The preferred stock is expected to have a conversion price equal to 100% of the 5-day VWAP of Isonics common stock following shareholder approval.
The obligations of Isonics and Universal Guardian to complete the transaction are subject to a number of conditions precedent and, therefore, there can be no assurance that Isonics or Universal Guardian will complete the transaction at all or on the same terms contemplated. Among the material conditions precedent are the following:
- The parties must execute a definitive merger agreement by December 31, 2007 (subject to Isonics' and Universal Guardian's shareholders' approval and approved in advance of such execution by the boards of directors of Isonics and Universal Guardian), otherwise each party will have the right to withdraw from the transaction;
- Agreement by the holders of the Universal Guardian convertible debentures as described above;
- Agreement by Isonics' principal debt holder, Y.A. Global Investments, L.P. to waive certain existing and prospective defaults under certain Isonics debt instruments for a period of one year from the date of the closing of the merger;
- The infusion of $4.0 million in financing, which, if equity financing, will be payable or issuable in post-merger Isonics equity
- Satisfactory due diligence by the parties;
- Continued listing of Isonics common stock on the NASDAQ Capital Market through the date of the closing of the merger, otherwise each party will have the right to withdraw from the transaction;
- Approval of the merger by the shareholders of Universal Guardian and Isonics;
- Registration by Isonics of all common stock to be granted to the Universal Guardian shareholders prior to the date of the closing of the merger; and
- Satisfaction of other normal closing conditions such as the continuing accuracy of all representations, warranties, obtaining all necessary consents and approvals, no material adverse changes, and execution of appropriate employment agreements.
About Universal Guardian Holdings
Universal Guardian Holdings, Inc. (Universal Guardian) and its subsidiaries provide a comprehensive range of security products and services designed to mitigate terrorist and security threats worldwide. Universal Guardian's global risks mitigation group includes strategic and tactical security services as well as non-lethal and tactical products for law enforcement, military, professional security and consumer markets.
Universal Guardian Holdings website: www.UniversalGuardian.com