Transaction Highlights
-- Meaningful Premium to Market: All-cash consideration of $4.4075 per SSC
Share, representing a 119% premium to the closing share price on TSXV on
May 25, 2026 and a 86% premium to the one-year VWAP.
-- Certainty of Value & Immediate Liquidity: The Consideration provides SSC
Shareholders with immediate liquidity and certainty of value, including
an indirect pro rata share of the MBO Purchase Price factored into the
Consideration.
-- Shareholder Support: The directors and senior officers of SSC have
entered into voting support agreements in favour of the Arrangement,
representing approximately 34.4% of outstanding SSC Shares.
-- Fairness Opinion: Sequeira Partners has provided a fairness opinion that
the Consideration is fair, from a financial point of view, to SSC
Shareholders.
-- High Likelihood of Completion: Allied Universal$(R)$ is a large,
well-capitalized, and reputable industry participant. The Transaction is
subject to a limited number of customary closing conditions, with no
financing or due diligence conditions.
REGINA, SK, May 26, 2026 /CNW/ - SSC Security Services Corp. (TSXV: SECU) (US: SECUF) ("SSC" or the "Company") and Universal Protection Service, LP (operating as Allied Universal) (and together with its wholly-owned subsidiary acting as purchaser, "Allied Universal") today announce that they have entered into a definitive arrangement agreement signed and dated May 26, 2026 (the "Arrangement Agreement") pursuant to which Allied Universal will acquire all of the issued and outstanding common shares of SSC (each a "SSC Share" and collectively, the "SSC Shares") by way of a statutory plan of arrangement (the "Arrangement") under The Business Corporations Act, 2021 (Saskatchewan) (the "Transaction"). As part of the Transaction, SSC and its wholly-owned subsidiary, Logixx Security Inc. ("LSI"), will sell their cyber security and legacy agriculture businesses (together, the "Carve-Out Business") to a corporation ("ManagementCo") controlled by SSC's current and former senior management team (the "Management Purchasers") pursuant to a management buyout transaction (the "MBO").
Under the terms of the Arrangement, each holder of SSC Shares (the "SSC Shareholders") will receive cash consideration of $4.4075 for each SSC Share held (the "Consideration"), representing aggregate consideration of approximately $80,500,000 on a fully diluted basis. The Consideration represents an approximately 119% premium to the closing price of SSC Shares on the TSX Venture Exchange ("TSXV") on May 25, 2026, being the last trading day prior to the date of this announcement, and an approximately 86% premium to the VWAP of the SSC Shares on the TSXV over the last full year of trading. The Transaction is not subject to any financing condition by either Allied Universal or ManagementCo.
"This is a great transaction for the shareholders, employees and clients of SSC. For many years we have operated as one of the best capitalised security companies in Canada and it became obvious to the Board and Management that the best way to surface value would be to sell the company to a strategic buyer like Allied Universal. The price achieved in this deal is at a 119% premium to the current market but is also a more than a 35% premium to the highest price at which the company has ever traded as a security company" said Doug Emsley, Chairman & CEO of SSC.
"The acquisition of SSC Security Services strengthens our position as a leading security provider in Canada," said Steve Jones, Global Chairman and CEO of Allied Universal. "Our shared capabilities will enable us to deliver even greater value to clients, drive innovation, and accelerate growth. It also enhances delivery of our security services for current and new clients while expanding our geographic reach and brand presence across the country."
Transaction Details
The Transaction is structured as a statutory plan of arrangement under The Business Corporations Act, 2021 (Saskatchewan) and will be implemented through, among others, the following sequential steps at the effective time of the Arrangement.
SSC and its wholly-owned subsidiary, LSI, will effect the MBO of the Carve-Out Business through a two-step sale. Under the first step, pursuant to an asset purchase agreement (the "MBO Asset Purchase Agreement"), each of SSC and LSI will transfer the assets comprising their respective portions of the Carve-Out Business to a newly incorporated wholly-owned subsidiary of LSI ("Newco") in exchange for (a) the assumption by Newco of certain liabilities of SSC and LSI related to the Carve-Out Business and (b) shares of Newco. Under the second step, all of the shares of Newco held by SSC and LSI will be sold to ManagementCo for an aggregate cash purchase price of $1,500,000.00 (the "MBO Purchase Price") pursuant to a share purchase agreement (the "MBO Share Purchase Agreement", and together with the MBO Asset Purchase Agreement, the "MBO Agreements"). As owner of Newco, ManagementCo will indirectly assume the assumed liabilities related to the Carve-Out Business, such that the aggregate consideration payable by ManagementCo for the Carve-Out Business, comprised of the MBO Purchase Price and the assumption of the assumed liabilities, is $2,625,695.16. The purchase price proceeds to be received by SSC and LSI from the MBO are factored into the Consideration payable to SSC Shareholders under the Arrangement such that SSC Shareholders will indirectly receive their pro rata share of the MBO Purchase Price.
Following completion of the MBO, all outstanding SSC Shares (other than those held by dissenting shareholders) will be transferred to Allied Universal in exchange for the Consideration. Holders of outstanding equity awards (including options, share appreciation rights, and deferred share units) will receive cash payments equal to the in-the-money value of such instruments, and all equity incentive plans of SSC will be terminated.
The Transaction is subject to customary closing conditions, including among others: (i) approval of a special resolution of SSC Shareholders approving of the Arrangement (the "Arrangement Resolution") by at least two-thirds of the votes cast by SSC Shareholders at a special meeting of SSC Shareholders to be called to consider and vote upon the Transaction (the "Special Meeting"); (ii) as required under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101"), approval by a simple majority of the votes cast by SSC Shareholders excluding SSC Shares held or controlled by the Management Purchasers and other interested parties as defined in MI 61-101; (iii) approval of the Court of King's Bench for Saskatchewan; (iv) approval of the TSXV; and (v) satisfaction of other customary conditions.
The MBO constitutes a "business combination" and "related party transaction" within the meaning of MI 61-101. Accordingly, the minority approval requirement under MI 61-101 applies and the Arrangement Resolution must be approved by a simple majority of the votes cast by SSC Shareholders, excluding votes of the Management Purchasers and other interested parties as defined in MI 61-101. No formal valuation of the Carve-Out Business is required under MI 61-101. Full particulars regarding the applicable MI 61-101 requirements will be set out in the management information circular to be prepared in connection with the Transaction (the "Circular"). SSC intends to apply to the TSXV for discretionary exemptive relief from the evidence of value requirement, or in the alternative that the protections of MI 61-101 provide evidence of value, as applicable to the disposition of the Carve-Out Business to Non-Arm's Length Parties under TSXV Policy 5.3.
Following closing of the Transaction, Allied Universal will carry on SSC's physical security and electronic security services business as a going concern.
The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants of SSC and "fiduciary out" provisions in favour of SSC. In addition, the Arrangement Agreement provides for a termination fee of $3 million payable by SSC if it accepts a superior proposal and in certain other specified circumstances. Each of SSC and Allied Universal have made customary representations and warranties and covenants in the Arrangement Agreement, including covenants regarding the conduct of SSC's business prior to the closing of the Transaction.
The directors and senior officers of the Company have entered into voting support agreements with Allied Universal pursuant to which, among other things, they have agreed to vote all SSC Shares owned or controlled by them in favour of the Arrangement, representing approximately 34.4% of the outstanding SSC Shares.
Shareholders' Meeting and Closing Timelines
It is anticipated that the Circular will be mailed to SSC Shareholders in June 2026 and the Special Meeting will be held in July 2026. Following closing of the Transaction, it is expected that the SSC Shares will be delisted from the TSXV and that SSC will cease to be a reporting issuer under applicable Canadian securities legislation. The Transaction is expected to close in July 2026, subject to satisfaction of all closing conditions set out in the Arrangement Agreement.
Dividend Suspended
In accordance with the terms of the Arrangement Agreement, SSC will suspend all dividend payments pending the outcome of the Transaction.
Special Committee and Board Approval
(MORE TO FOLLOW) Dow Jones Newswires
May 26, 2026 09:14 ET (13:14 GMT)
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