A tag team of two investors is seeking to unlock the value and vault of armored car transport company Brinks Co.
Backing the proxy contest efforts of another activist investor, Steel Partners II LP’s Warren Lichtenstein delivered a letter to Brinks board urging it to complete a tax-free spin off one of its two business segments, according to a Wednesday government filing.
Lichtenstein’s endeavor follows up on a proxy contest launched by activist Clay Lifflander to put four candidates on the Richmond, Va.-based company’s board in November. Lifflander, portfolio manager of MMI Investments LP of New York, reported owning an 8.4% stake while Steel Partners reported Dec. 31 that it owned a 6.2% of Brinks.
In the letter, Lichtenstein said Steel Partners is encouraged by Brinks recent retention of Monitor Group to assist it in considering strategic alternative, but he indicated that strategic changes such as a sale or spin off need to happen soon. He added that if no sale of a division or the whole company is forthcoming, Brinks should begin “aggressively” buying back shares, hiking its current repurchase program from $100 million to $500 million
“To the extent it is determined, based on advice from Monitor Group or otherwise, that Brinks will not pursue a tax free spin-off or other strategic alternative, we demand that Brinks pursue an immediate sale of the company in a process that maximizes value for all shareholders,” Lichtenstein wrote.
Meanwhile, MMI’s efforts are on-going. On Dec. 12, the group indicated they were supportive of the Monitor Group addition, but no indication was made to end the proxy contest.
“We believe the director slate we’ve nominated is well qualified, with a breadth and depth of business experience to maximize value for all Brinks stockholders,” Lifflander wrote in November. “We are not seeking control of the board. We simply believe that the board as currently composed has demonstrated that it lacks the security industry perspective, strategic alternatives acumen and stockholder representation necessary to protect and maximize the value of Brink’s stockholders’ investment.”
Lifflander said in his letter that he believes the armored car company lacks industry experience on its board. He is seeking to nominate John Dyson, the chairman of MCM Capital Management; Peter Michel, former chief executive of Brink's residential security monitoring unit; Robert Strang, the CEO of Investigative Management Group; and Exide Technologies director Carroll Wetzel. “Our nominees fill major gaps in the experience and skill set of the current directors, particularly as the board has limited direct Wall Street experience and no expertise in the security industry, other than chairman, CEO & president Michael Dan,” he added.
MMI Investments has been engaging Brink’s since 2003 and has lately pushed for a sale of the company. In 2005 the hedge fund began publicly agitating for Brink’s to sell its marginally profitable BAX Global subsidiary, an international heavy freight and logistics operator, which was subsequently sold for roughly $1.1 billion. - Ron Orol
1 comment:
Share holder value should be measured in steady growth. The board of Directors at Brinks Michael Dan included are very dedicated to maintaining steady growth. We have all seen the BCO Stock grow tremendously through Mr. Dans leadership. It seems as though MMI is more interested in playing games,poking and stirring things up more then anything else.
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