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® 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

Because certain directors and officers of the Company are also Management Purchasers and therefore have a conflict of interest with respect to the MBO, a special committee of independent and non-conflicted directors (the "Special Committee") was established to review and oversee the Transaction and the MBO. The Special Committee retained its own independent financial advisor, evaluated the Transaction and the terms of the MBO Agreements, and has unanimously recommended that the Board approve the Arrangement Agreement and the Arrangement and recommend to SSC Shareholders that they vote their SSC Shares in favour of the Arrangement Resolution.

In connection with their review and consideration of the Transaction, the Special Committee conducted an independent review and evaluation of the MBO and determined that: (i) the MBO is a facilitative transaction in furtherance of the Arrangement and a condition of the Arrangement Agreement required by the Purchaser; (ii) the terms and conditions of the MBO, including the MBO Purchase Price, are reasonable and fair to SSC and LSI having regard to the circumstances of SSC and the Arrangement; and (iii) the MBO is in the best interests of SSC. The terms of the MBO were also reviewed and considered by Allied Universal in connection with the Transaction.

The Board, after receiving the unanimous recommendation of the Special Committee, unanimously (with all interested directors abstaining) determined that the Arrangement is fair to SSC Shareholders and in the best interests of the Company and unanimously (with interested directors abstaining) recommends that SSC Shareholders vote in favour of the Arrangement Resolution.

The conclusions and recommendations of the Special Committee and the Board were based on a number of factors, including the following:

• Meaningful Premium to Market: Under the Arrangement Agreement, SSC Shareholders will receive all cash consideration of $4.4075 per share representing a 119% premium to the closing share price on May 25, 2026 and a 86% premium to the volume weighted average share price over the last full year of trading.
  
  
• Certainty of Value & Immediate Liquidity: The Consideration paid on closing of the Transaction provides certainty of value and immediate liquidity, which enables SSC Shareholders to realize significant value for their interest in the Company. The purchase price proceeds 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.
  
  
• Support from SSC Shareholders: 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.
  
  
• Fairness Opinion: Receipt of the fairness opinion from Sequeira Partners, which concluded that, based upon and subject to the various assumptions, limitations, qualifications and other matters set forth in its opinion, the Consideration to be received by SSC Shareholders pursuant to the Transaction is fair, from a financial point of view, to the SSC Shareholders.
  
  
• High Likelihood of Completion: Allied Universal is a large, credible and reputable industry participant, with demonstrated creditworthiness and successfully completed transactions. The Transaction is subject to a limited number of customary conditions (which do not include any financing or due diligence conditions) that the Special Committee and Board believe are reasonable in the circumstances.

The Fairness Opinion

In connection with the Company's review and consideration of the Transaction, the Special Committee engaged Sequeira Partners as its financial advisor. In connection with the same, Sequeira Partners has provided its opinion to the Special Committee that, based upon and subject to the various assumptions, limitations and qualifications and other matters set forth in its written opinion, the Consideration to be received by SSC Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the SSC Shareholders.

Additional Information about the Transaction and the MBO Agreements

The foregoing summary is qualified in its entirety by the provisions of the respective documents. A description of the fairness opinion and the other factors considered by the Special Committee and Board, as well as other relevant background information with respect to the Transaction, will be included in the Circular to be sent to the Company's shareholders in advance of the Special Meeting. The Circular, the Arrangement Agreement, the voting support agreements and certain related documents will be filed with the Canadian securities regulators and will be available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Advisors and Counsel

Sequeira Partners Inc. acted as financial advisor to the Special Committee.

McKercher LLP and Burnet, Duckworth & Palmer LLP are acting as legal counsel to SSC.

Sheppard, Mullin, Richter & Hampton LLP (as U.S. counsel) and Bennett Jones LLP (as Canadian counsel) are acting as legal counsel to Allied Universal.

About SSC

SSC Security Services Corp. is Canada's largest publicly traded security company. SSC acts as a public holding company investing in physical, electronic and cyber security businesses. The Company has one wholly-owned operating subsidiary: Logixx Security Inc., which provides physical, electronic and cyber security services to primarily commercial, industrial and public sector clients. The Company's 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.

About Allied Universal

The world's leading security and facility services provider and trusted partner to more than 400 of the Fortune 500, Allied Universal® delivers unparalleled customer relationships, innovative solutions, cutting-edge smart technologies and tailored services that enable clients to focus on their core businesses. With operations in over 100 countries and territories, Allied Universal is the third largest private employer in North America and seventh in the world. Annual revenue is approximately $23 billion. There is no greater purpose and responsibility than serving and helping to safeguard customers, communities and people. For more information, visit www.aus.com.

Forward Looking Statements

This release includes forward-looking statements concerning the future results, future performance, intentions, objectives, plans and expectations of the Company. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "estimates", "intends", "anticipates", "believes" or variations of such words and phrases (including negative and grammatical variations) or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risks, uncertainties affecting SSC, including risks regarding economic factors and the equity markets generally and many other factors beyond the control of SSC. Without limiting the generality of the foregoing, this release contains forward-looking statements pertaining to: the anticipated benefits and timing of the Transaction; receipt of required court, regulatory, shareholder and minority approvals (including under MI 61-101); satisfaction of closing conditions; the anticipated timing of the Special Meeting and the effective date of the Arrangement; the anticipated delisting of the SSC Shares from the TSXV and cessation of SSC's reporting issuer status; and the anticipated impact of the Transaction on SSC's stakeholders and operations. Risks and uncertainties that could cause actual results to differ materially include: failure to obtain required shareholder, minority, court, TSXV or regulatory approvals; failure to satisfy closing conditions; failure of the parties to complete the Transaction for any reason, including termination of the Arrangement Agreement; legal challenges to the Arrangement; and risks and uncertainties discussed in SSC's disclosure documents filed on SEDAR+ at www.sedarplus.ca. Forward-looking statements are not guarantees of future performance. These forward-looking statements should not be relied upon as representing the views of SSC as of any date after the date of this Release. Although SSC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements contained in this Release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this Release are made as of the date of this Release and SSC does not undertake to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, except as required by applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.

SOURCE SSC Security Services Corp.