Who We Are
SRG Security Resource Group Inc. is a Canadian company dedicated to providing world-class Protective Security Guard and Patrol and Cyber Security services. Founded in the spring of 1996, SRG provides solutions and services for people and organizations across Canada.
SRG Security Resource Group Inc. is a wholly owned subsidiary of SSC Security Services Corp. (TSXV: SECU) (OTCQX: SECUF).
Cyber Security Bulletin: Hackers Exploit Critical Chrome & Edge Vulnerability
Both Google and Microsoft are pushing emergency updates to patch a critical vulnerability in their browsers. Hackers are actively exploiting this vulnerability, which allows for remote code execution within the browser Javascript engine.
This vulnerability, called CVE-2022-1096, was reported to Google by an anonymous user or researcher. It appears to affect all Chromium-based browsers, including Opera and Brave.
Details on the vulnerability are slim, but we do know that the vulnerability allows for “type-confusion” attacks in the browser V8 Javascript engine. Basically, hackers can confuse the browser, forcing it to read and write data on your machine without permission.
At this time there is limited official information from the browser vendor. We suggest that you update Chrome and Edge immediately to avoid the problem.
Google will reveal more information on this vulnerability once a majority of its users install the emergency update. The company will also wait for other Chromium browsers to patch the problem—Microsoft Edge is rolling out its fix, but competitors like Brave and Opera are still working on it.
Please reach out to your SRG Contact for more information on how to protect yourself and your business. Alternatively, you can contact SRG at admin@securityresourcegroup.com.
SSC Security Services Corp. to Acquire Logixx Security Inc. in All-Cash Deal to Become the Largest Publicly-Traded Security Company In Canada
REGINA, SASKATCHEWAN – March 30, 2022 – SSC Security Services Corp. (“SSC”) (TSXV: SECU) (OTCQX: SECUF), is pleased to announce that it has entered into a definitive share purchase agreement (“Share Purchase Agreement”) to acquire Logixx Security Inc. (“Logixx”), a Toronto-based provider of premium security protection for leading enterprise and commercial clients across Canada, from its corporate owner, Avante Logixx Inc. (“Avante”) (TSXV: XX) (OTC: ALXXF).
The arrangement agreement (the “Arrangement”) between SSC and Avante previously announced on February 9, 2022 has been terminated by mutual agreement (the “Termination Agreement”) of both parties in order to enter into the Share Purchase Agreement. In lieu of the expense reimbursement fee payable to SSC on termination of the Arrangement, the parties have agreed to apply an amount equal to $750,000 (the “Arrangement Expense Reimbursement”) to payment of the purchase price under the Share Purchase Agreement.
Pursuant to the terms of the Share Purchase Agreement, SSC has agreed to acquire all of the issued and outstanding common shares of Logixx (“Logixx Shares”) by way of a share purchase agreement (“Transaction”). Under the terms of the Transaction, SSC will pay Avante $23.95 million in cash for the Logixx Shares, less the Arrangment Expense Reimbursement, and subject to standard working capital, debt and other closing adjustments standard for transactions of this nature. On closing, SSC will take ownership of Logixx on a debt-free basis and with $7.5 million of net working capital. Completion of the Transaction is subject to the satisfaction of certain conditions precedent, including, but not limited to, receipt of all necessary regulatory approvals, including approval of the TSX Venture Exchange. Avante and SSC have provided representations, warranties and indemnities customary for a transaction of this nature, as well as customary interim period covenants regarding the operation of the Logixx businesses in the ordinary course. The parties have also made customary non-competition and non-soliciation arrangements.
Copies of the Termination Agreement and the Share Purchase Agreement will be filed with the securities regulators and available on the SEDAR profile of Avante at www.sedar.com.
On closing of the Transaction, SSC will be the largest publicly-traded security company in Canada, be debt-free, and have approximately 2,100 employees from coast to coast. As a result of the transaction, SSC will approximately quadruple its pro forma annual revenue and Adjusted EBITDA*. The Transaction is expected to close within the next 60 days and will be funded by SSC with cash on hand and without any dilution to SSC shareholders.
SSC plans to maintain its quarterly dividend at the current level of $0.03 per SSC Share (which equates to $0.12 annualized). On a pro forma basis, SSC’s dividend payout ratio as a percentage of estimated annual Adjusted EBITDA* will improve from approximately 80% to under 35%.
CHIEF EXECUTIVE OFFICER COMMENTS ON THE TRANSACTION
Doug Emsley, Chairman, President & Chief Executive Officer of SSC, commented: “We believe this is a better deal for SSC and its shareholders than the one we announced on February 9. It allows us to acquire the part of Avante’s business that is the most similar to our existing business, do it at a lower EV/EBITDA multiple than we would have had to pay for all of Avante’s business, do it with cash on hand and no dilution to shareholders, and end up with a debt-free well-funded national physical and cyber security company.”
HIGHLIGHTS & KEY BENEFITS OF THE TRANSACTION
ADVISOR
McKercher LLP acted as legal advisor to SSC.
ABOUT SSC
SSC Security Services Corp. (TSXV: SECU) (OTCQX: SECUF) is a leading provider of physical and cyber security services to corporate and public sector clients across Canada. For more information, please visit www.securityservicescorp.ca.
For further information, please contact:
Doug Emsley
President & CEO
SSC Security Services Corp.
(306) 347-1024
doug@securityservicescorp.ca
Brad Farquhar
Executive VP & Chief Financial Officer
SSC Security Services Corp.
(306) 347-7202
brad@securityservicescorp.ca
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Forward Looking Information
This press release contains forward looking statements and forward-looking information within the meaning of applicable Canadian securities legislation. Such forward-looking statements are not representative of historical facts or information or current condition, but instead represent only SSC’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of SSC’s control. Such statements are based on the current expectations and views of future events of SSC’s management. In some cases, the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this press release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting SSC, including risks regarding the security industry, economic factors and the equity markets generally, risks relating to the Transaction, including the ability of SSC and Logixx to implement business strategies and combined synergies, timing of the Transaction, the price of SSC Shares, the dividend payout ratio, as well regulatory approvals, and many other factors beyond the control of SSC. Additional risks are discussed under “Risk Factors” in SSC’s management’s discussion and analysis filed on SEDAR. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and SSC undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
*Non-IFRS Measures
SSC measures key performance metrics established by management as being key indicators of the company’s strength, using certain non-IFRS performance measures, including: EBITDA, EBITDA per share, Adjusted EBITDA, and Adjusted EBITDA per share.
SSC uses these non-IFRS measures for its own internal purposes. These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and these measures may be calculated differently by other companies. The presentation of these non-IFRS measures is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. SSC provides these non-IFRS measures to enable investors and analysts to understand the underlying operating and financial performance of the company in the same way as it is frequently evaluated by SSC’s management. SSC’s management will periodically assess these non-IFRS measures and the components thereof to ensure continued use is beneficial to the evaluation of the underlying operating and financial performance of the company. For more detailed information, please refer to page 20 and 21 of the the Company’s Management Discussion and Analysis dated February 16, 2022 available on the Company’s website at www.securityservicescorp.ca and on SEDAR at www.sedar.com.
Cyber Security Bulletin: Increased Attack Activity
While the Russia-Ukraine tensions may seem far away, there is a very real threat of increased Cyber Attacks against European countries, as well as Canada and the US; any country that has retaliated against Russia’s invasion of Ukraine. It is highly unlikely Putin will be able to harm Canada or the US with military force, therefore his likely best option is through Cyber attacks. It is suspected that Russia has already attacked Ukrainian businesses with Malware, some with Ransomware and some that attacks systems and wipes them clean of data without any Ransom request – simply to disrupt/cripple the operations of these companies.
Over the past several months, SRG has observed an increase in attack activity. Ransomware and Denial of Service attacks are leading the way. Our professionals are monitoring our clients’ systems and blocking (or alerting our clients) to suspicious activities. Additionally, we are monitoring both the Deep and Dark web, as well as non-valid traffic from thousands of Dark Web Tor Exit Nodes. With this, we are also actively updating Indicators of Compromise (IOCs) in our security monitoring platforms to advise on new and emerging threats associated with the Russia/Ukraine conflict.
At the moment it is difficult to discern where the increased Attack activity is originating from, however we need to focus on the risk of Russian led Cyber attacks against our country and businesses. We recommend companies stay very vigilant and ensure they have taken reasonable steps to mitigate the risk of an attack being successful on their organizations.
The following are recommended Cyber Security processes:
Please reach out to your SRG Contact for more information on how to protect yourself and your business. Alternatively, you can contact SRG at admin@securityresourcegroup.com.
Input Capital Corp. Completes Acquisition of SRG Security Resource Group Inc.
REGINA, SK, Feb. 1, 2021 /CNW/ – Input Capital Corp. (TSX Venture: INP) (US: INPCF) (“Input” or the “Company“) is pleased to announce that it has completed the acquisition (the “Acquisition“) of all of the common shares (“SRG Shares“) of SRG Security Resource Group Inc. (“SRG“) on the terms and subject to the conditions set out in the Share Purchase Agreement (“Purchase Agreement“).
“We plan to put our very strong balance sheet to work backing the growth of SRG in the cyber and physical security business in Canada,” said President & CEO Doug Emsley. “SRG is a well-established and profitable business with an experienced management team, and we look forward to enabling the growth of SRG organically and via acquisition in the months and years to come.”
Pursuant to the Purchase Agreement, Input acquired all the SRG Shares for a total purchase price of approximately C$19,900,000 (the “Purchase Price“), as adjusted on a dollar-for-dollar basis for positive or negative net working capital of SRG. Half of the Purchase Price was satisfied by the issuance of 8,883,930 common shares of Input (“Input Shares“) at a deemed value of C$1.12 per Input Share for an approximate total value of C$9,950,000. The remaining 50% of the Purchase Price was paid in cash. The full text of the Purchase Agreement may be found under Input’s issuer profile at www.sedar.com.
The new Input Shares issued to SRG shareholders pursuant to the Acquisition are subject to a statutory hold period expiring 4 months and 1 day from the date of issuance. In addition, the SRG shareholders have agreed to lock-up terms in favour of the Company restricting their ability to transfer their Input Shares until the date that is 6 months following the closing of the Acquisition.
As previously announced, Input will continue to operate its existing agriculture operations in order to serve many farm clients who have 2-3 years left on their streaming contracts. With canola prices nearing all-time highs, Input believes that it has an excellent opportunity to maximize the value of its assets as the Company repatriates capital from the agriculture sector over the remaining life of these contracts. This will grow Input’s already excellent financial capacity to back SRG’s anticipated growth strategy in the security sector.
ABOUT INPUT
Input is primarily an agriculture commodity streaming company providing several flexible and competitive forms of financing which help western Canadian farmers solve working capital, mortgage finance and canola marketing challenges and improve the financial position of their farms. On February 1, 2021, Input acquired SRG Security Resource Group Inc. as a platform for growth in the cyber and physical security business in Canada. For more information, please visit www.inputcapital.com.
ABOUT SRG
SRG is a market-leading Canadian provider of world-class Cyber Security and physical Protective Security Services. Founded in 1996, most of SRG’s employees are located in Western Canada, but solutions and services are provided to organizations across the country. SRG 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. Previously privately-held, now operates as a wholly-owned subsidiary of Input. More information is available on SRG’s website at https://securityresourcegroup.com.
Forward Looking Statements
This release includes forward-looking statements regarding Input, SRG and their respective businesses. Such statements are based on the current expectations and views of future events of Input’s and SRG’s management. In some cases the forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “plan”, “anticipate”, “intend”, “potential”, “estimate”, “believe” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting Input and SRG, including risks regarding their respective industries, economic factors and the equity markets generally, uncertainties concerning the Company’s or SRG’s future plans and intentions with respect to their businesses, risks and uncertainties relating to Input’s and SRG’s businesses, and many other factors beyond the control of Input or SRG (including the ongoing COVID-19 pandemic). No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Input undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE Input Capital Corp.
Special WAA Blog Feature: SRG Protective Services Team Member, Shawn Trotman