NEWPORT BEACH, Calif., Nov. 27 /PRNewswire-FirstCall/ -- 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
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:
1. 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; 2. Agreement by the holders of the Universal Guardian convertible debentures as described above; 3. 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; 4. The infusion of $4.0 million in financing, which, if equity financing, will be payable or issuable in post-merger Isonics equity 5. Satisfactory due diligence by the parties; 6. 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; 7. Approval of the merger by the shareholders of Universal Guardian and Isonics; 8. 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 9. 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: http://www.UniversalGuardian.com
Safe Harbor Statement:
This news release contains certain forward-looking statements pertaining to future anticipated projected plans, performance and developments, as well as other statements relating to future operations and results. Any statements in this news release that are not statements of historical fact may be considered to be forward-looking statements. Written words such as "may," "will," "expect," "believe," "anticipate," "estimate," "intends," "goal," "objective," "seek," "attempt," or variations of these or similar words, identify forward-looking statements. These statements by their nature are estimates of future results only and involve substantial risks and uncertainties, including those detailed from time to time in Universal Guardian Holdings, Inc.'s reports filed with the Securities and Exchange Commission. There can be no assurance that actual results will not differ materially from expectations.
Company Contact: Kevin Westcott, President and COO Universal Guardian Holdings, Inc. 4695 MacArthur Court, Suite 300 Newport Beach, CA USA 92626 + 1 949 861.8295SOURCE Universal Guardian Holdings, Inc.
