GardaWorld Announces a Firm Cash Offer for G4S plc

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Sep 30, 2020, 08:00 ET

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MONTRÉAL, Sept. 30, 2020 /PRNewswire/ - Garda World Security Corporation (the "Company" or "GardaWorld"), announces today the terms of a cash offer pursuant to which its wholly-owned subsidiary, Fleming Capital Securities, Inc., shall offer to acquire the entire issued and to be issued share capital of G4S plc ("G4S") at a price of 190 pence per G4S share (the "Offer"). The Offer will be subject to the conditions and further terms to be set out in the document to be dispatched to G4S' shareholders. The Offer values the entire issued and to be issued ordinary share capital of G4S at approximately £2.97 billion.

The conditions of the Offer include the receipt of various approvals including the receipt of EU Antitrust Clearance and US Antitrust Clearance.

G4S is a leading global security company, specializing in the provision of security services and solutions to customers. G4S is listed on the London Stock Exchange and has a secondary stock exchange listing in Copenhagen. G4S is active in approximately 85 countries and has over 533,000 employees.

A formal announcement (the "Announcement") has been published in accordance with Rule 2.7 of the UK City Code on Takeovers and Mergers and will be accessible on the Company's website at www.garda.com/investors/g4s. This news release should be read in conjunction with, and is subject to, the full text of the Announcement (including its appendices). The Offer will be subject to the conditions and certain further terms set out in the Announcement and to the full terms and conditions to be set out in the Offer document.

About GardaWorld
GardaWorld is the largest privately-owned security services and cash services company in the world, offering physical security services, end-to-end cash management solutions and security risk management, through Crisis24. A partner of choice for private companies, governments, humanitarian organisations and multinationals, GardaWorld employs more than 102,000 highly skilled, dedicated professionals who serve a diverse clientele in the UK, North America, Africa, Asia and the Middle East. For more information please visit www.garda.com

Forward looking statements
This press release and the Announcement (including information incorporated by reference in the Announcement), oral statements made regarding the Offer, and other information published by GardaWorld or Fleming contains certain forward looking statements with respect to the financial condition, results of operations and businesses of GardaWorld and G4S and their respective groups (respectively the "GardaWorld Group" and the "G4S Group" and collectively, the "Enlarged Group"), and certain plans and objectives of GardaWorld with respect to the Enlarged Group. All statements other than statements of historical fact are, or may be deemed to be, forward looking statements. Forward looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward looking statements include, among other things, statements concerning the potential exposure of GardaWorld, the GardaWorld Group, G4S and/or the G4S Group to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on average capital employed, production and prospects. Often, but not always, these forward looking statements are identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.

There are a number of factors that could affect the future operations of GardaWorld, the GardaWorld Group, G4S and/or the G4S Group and that could cause results to differ materially from those expressed in the forward looking statements included in this press release and the Announcement, including (without limitation): (a) changes in demand for GardaWorld's and/or G4S's products; (b) currency fluctuations; (c) loss of market share and industry competition; (d) risks associated with the identification of suitable properties and targets, and successful negotiation and completion of such transactions; (e) changes in trading conditions; and (f) changes in government and regulation including in relation to health and safety.

All forward looking statements contained in this press release and the Announcement are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. GardaWorld, Fleming and their respective associates, directors, officers and advisers provide no representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this press release and the Announcement will actually occur. Readers should not place undue reliance on forward looking statements.

Each forward looking statement speaks only as of the date of this press release and the Announcement. None of GardaWorld, Fleming or the GardaWorld Group undertakes any obligation to publicly update or revise any forward looking statement as a result of new information, future events or otherwise, except to the extent legally required. In light of these risks, results could differ materially from those stated, implied or inferred from the forward looking statements contained in this press release and the Announcement.

SOURCE GardaWorld Security Corporation