Garda World Security Corporation TSX: GW

MONTREAL, QUEBEC--(CCNMatthews - Feb. 26, 2007) - Garda World Security Corporation (TSX:GW), one of the most trusted consulting, investigation and security firms in the world, has entered into a definitive agreement with ATI Systems International, Inc. (ATI) whereby Garda will acquire 100 percent of ATI's outstanding common shares from the Irvin family of Los Angeles, California.

ATI, with 7,000 employees, is a fully integrated cash logistics company with locations in 35 states, as well as physical security services in 14 locations across the U.S. With its fleet of 1,500 vehicles, the company is the third largest U.S. cash handling services provider. During the last twelve months, ATI generated revenues on a proforma basis in excess of US$500 million and EBITDA of US$40 million from these activities.

The organization formed by the combination of Garda's existing U.S. cash handling business and ATI, will be based in Pasadena, California and will become the second largest cash logistics company in North America with an approximate 18 percent U.S. market share, in addition to Garda's existing 15 percent market share in Canada. Garda anticipates that the combination will bring its annual revenues to over CA$1.4 billion, making it the fifth largest integrated physical security and cash handling services provider worldwide, on a revenue basis.

The strength of ATI's market presence, in both the Eastern and Western U.S., has recently been bolstered by its acquisition of the assets of CDC Systems Inc. (CDC), the leading cash handling services provider in the highly coveted Northern New Jersey/New York Metropolitan Service Area. The former CDC had an estimated 60 percent market share in this lucrative market known for its high concentration of both retail and banking clients.

Once ATI's operations and Garda's existing U.S. operations are integrated into a single U.S. cash handling platform, the resulting footprint and market leadership position of the combined organization will give the company the ability to service customers from the East Coast to the West Coast.
"We now have the nationwide presence in the United States to take full advantage of the tremendous growth opportunity in that market and beyond", says Garda President and CEO Stephan Cretier. "It is a significant milestone in our ongoing effort to expand and strengthen our position as one of the world's leading integrated security services companies."

The purchase price for this transaction will comprise a cash component totaling CA$395 million as well as the assumption of certain liabilities. The transaction will be financed through a permanent refinancing of Garda's existing credit facilities with a combination of long-term secured and unsecured debt totaling CA$625 million to be provided by the Company's existing lenders.

Garda estimates that the combined company will have a targeted consolidated EBITDA margin of at least 9 percent expected to be achieved within 12 to 18 months following the closing. The anticipated consolidated debt level at closing will be CA$625 million, with targeted consolidated debt levels of between 3.0 and 4.0 times EBITDA expected to be achieved within 12 to 18 months following the closing.

As part of the transaction, Garda will also acquire AT Systems Security, Inc., a qualified security screening services contractor for the Transportation Security Administration (TSA) with over 1,000 employees and US$30 million in revenues. This unit will be consolidated into Garda's Vance business unit, and will provide Garda with a platform to further penetrate the U.S. physical security market.

The enhanced scale of the combination of Garda and ATI System International is expected to provide the combined company with a variety of strategic and economic benefits including the ability to better:

- Reduce costs through economies of scale;

- Attract new and expand existing customer relationships through the combined organization's continental-wide footprint;

- Capture cross-selling opportunities between Garda and ATI customers;

- Capitalize on organic and external growth opportunities more effectively than either company could have on a stand-alone basis; and

- Leverage significant operational synergies.

In order to capture synergies from the combination as soon as possible, Garda has defined a four-part integration plan centered on:

- Consolidating redundant physical locations;

- Optimizing traffic route networks;

- Obtaining more favorable insurance premiums;

- Centralizing back office functions for certain operations.

Significant operational consolidation opportunities have been identified in ten key markets where the two companies have parallel operation. The most significant areas include such markets as Minnesota, Indiana, Illinois and Ohio. The Company estimates that cost synergies alone will total US$ 7 million in the 12 months following the transaction. In addition, significant further cost synergies are expected to be realized as ATI completes its integration of the former CDC operation.

In addition to these economic benefits, Garda's Board also believes that the combined businesses will benefit from the sharing of best business practices and knowledge. The Board also anticipates that the combination will allow Garda to maximize shareholder value through the further penetration of blue-chip customer accounts to levels that neither ATI or Garda could have achieved on their own prior to the proposed transaction.

The executive leadership of the combined companies after the transaction is expected to consist of members of both Garda's and ATI's existing management teams. Richard R. Irvin, of ATI's controlling shareholder's family, will assume the role of President for all U.S. Cash Handling activities.

"Garda has built an outstanding reputation for operational excellence and quality service," says Robert Irvin, Chairman of ATI. "We've been customer-focused from day one. From a modest beginning over 65 years ago, ATI has grown to become one of America's premier cash logistics providers. Our absolute dedication to anticipating and serving the needs of our customers has been the cornerstone of our success. It is rewarding to know that Garda shares the same customer values."

"The tremendous opportunities offered by our new company through this business combination is very invigorating," says Richard R. Irvin, President and CEO of ATI. "Since embarking on its remarkable growth and expansion, Garda has set the standard for both professional excellence and innovation in security. Both organizations share this commitment and I look forward to taking the U.S. Cash Handling business to new levels of growth and success."

Concurrent with the acquisition, ATI's subsidiary, Ameriflight Inc., the largest independent U.S. air cargo airline, under part 135, with a fleet of 179 aircraft serving over 200 cities throughout Canada, the U.S., Mexico and the Caribbean, will be sold to a management led group while the fleet of 179 aircraft will be retained by ATI. The company will become the principal lessor of aircraft to Ameriflight which will continue to provide time sensitive air delivery services in North America and the Caribbean.

The Boards of Garda and ATI have both approved this transaction. The two companies intend to complete this transaction by the end of April 2007. The consummation of the acquisition is subject to customary conditions, including approval by regulatory authorities.

This transaction is expected to have a positive impact on upcoming financial results.

BMO Capital Markets and Caisse de depot et placement du Quebec are underwriting the credit facilities and will lead the banking syndicate to finance this acquisition.

Champlain Financial Corporation served as financial advisor for this transaction while Ogilvy Renault LLP and Seguin Racine Attorneys, Ltd. acted as legal advisors to Garda.

About Garda

Garda is well known for addressing complex security and investigations issues. As a well-established leading provider in consulting, investigation and security services, Garda is recognized as one of the fastest growing companies with offices across Canada and the United States, Mexico, Europe and the Middle East. With a team of over 21,000 employees, Garda offers integrated solutions in consulting and investigations, physical security, pre-employment screening and cash handling. Its team includes specialists and some of the most highly qualified and best-trained professionals in the industry. For more information, visit: http://www.gardaglobal.com.

FORWARD-LOOKING INFORMATION -- Any statements made regarding the proposed transaction between Garda and ATI systems International Inc., the expected timetable for completing the transaction, benefits or synergies of the transaction, and other statements contained in this press release that are not historical fact are forward-looking statements within the meaning of securities legislation, that are based on management's beliefs, certain assumptions and current expectations. These statements may be identified by the use of forward-looking terminology such as the words "expects," "projects," "intends", "believes," "anticipates" and other terms with similar meaning indicating possible future events or actions or potential impact on the businesses or shareholders of Garda and ATI Systems International Inc. (separately and together the "Companies"). Such statements include, but are not limited to, statements about future financial and operating results, Garda's plans, objectives, expectations and intentions, the markets for Garda and ATI Systems International Inc.'s products, the future development of Garda and ATI Systems International Inc.'s business, and the contingencies and uncertainties to which Garda and ATI Systems International Inc. may be subject and other statements that are not historical facts. The press release also includes information that has not been reviewed by the Companies' independent auditors. There is no assurance the transaction contemplated in this press release will be completed at all, or completed upon the same terms and conditions described. All forward-looking statements in this press release are expressly qualified by information contained Garda's filings with regulatory authorities.

The following factors, among others, could cause actual results to differ materially from those set forth in the forward-looking statements: the ability to obtain required governmental or third party approvals of the combination on the proposed terms; the risk that the businesses will not be integrated successfully; the risk that the cost savings and other expected synergies from the transaction may not be fully realized or may take longer to realize than expected; and disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers. Garda does not undertake and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.