COMPANY SENDS LETTER TO SHAMROCK
RICHMOND, Va. – November 12, 2012 –The Brink’s Company
(NYSE: BCO), a global leader in security-related services, today sent a letter in
response to the press release issued by Shamrock Holdings, Inc. on November 5,
The text of the letter follows:
Dear Mr. Gold:
I am writing on behalf of the Board of Directors of The
Brink’s Company in response to the November 5, 2012 press release issued by
Shamrock Holdings, Inc., which referenced a November 2, 2012 letter to the
Company. Please note that, other than through the press release, Brink’s has
not yet received a copy of this letter, and is not aware of any attempt by
Shamrock to contact the Company regarding its contents either before or after
the letter was published. Shamrock also has
not disclosed the level of its ownership interest in the Company.
Consistent with its fiduciary obligations to all
shareholders, the Board, with the assistance of its financial and legal advisors,
reviewed the substance of Shamrock’s press release at a recent meeting that
included a regular strategic planning session.
Board and Management Focused on Shareholder Value Creation: The Board is highly
focused on enhancing shareholder value and continues to oversee the Company’s
performance and work closely with the management team. Following a search that
considered both internal and external candidates, the Board appointed a new
President and Chief Executive Officer on June 18, 2012, and provided management
with a mandate to take steps necessary to improve performance and position
Brink’s for long-term growth. Since that date:
The Company has initiated cost-saving
measures, including reducing headcount, consolidating operations and lowering
capital expenditures while continuing to improve productivity and strengthening
the Brink’s leadership team in key areas around the globe;
The Company’s share price has increased
19% through November 2, 2012, the last trading day before Shamrock issued its
press release about Brink’s; and
Research analysts continue to forecast
significant upside in Brink’s share price, reflecting confidence in the
Company’s business plan.
Shamrock’s Press Release Contains Inaccurate and Misleading
Statements: There were a number of significant inaccuracies in
Shamrock’s press release, including:
A misleading reference to the Company’s
share price performance during the last five years. Shamrock fails to account
for the significant value Brink’s shareholders realized from the spin-off of
Brink’s Home Security to Brink’s shareholders in 2008 and subsequent sale of
that business to Tyco for approximately $2 billion. After taking into account the spin-off and subsequent sale,
there has been an increase in Brink’s share price that
has outpaced the S&P 500, contrary to Shamrock's assertion that share value has
decreased by over 60% over the past five years.
An erroneous comparison of the
Company’s GAAP earnings per share during the first nine months of 2012 with the
same period in 2011. The Company’s earnings per share increased by 8% in the
first nine months of 2012 to $1.26 per share, as compared to $1.17 per share
during the same period a year ago, rather than declining, as asserted by
Improving Near-Term Results and Sustainable Long-Term
Growth: The Brink's Board takes seriously its fiduciary
responsibilities, has consistently demonstrated its willingness to listen to
shareholder views, and has taken action on a number of fronts to enhance
returns. These include:
Maximizing profits in developed
markets, while continuing to invest in other markets such as Latin America:
o An ongoing portfolio review of European operations has thus
far resulted in agreements for the sale of cash handling operations in Poland and
guarding operations in France, and the consolidation of branch operations in
o Cost reductions, branch consolidations and productivity
investments have resulted in improved year-to-date profits in Europe and North
America despite difficult market conditions.
o The Company has demonstrated steady profit improvement in
Mexico, which is expected to continue.
Investments in new solutions and
adjacent markets to drive long-term growth, including payment processing and
ATM network management services.
Ongoing review of capital expenditures,
which is expected to reduce 2012 spending by approximately $30 million.
is confident that the right strategic plan and team are in place to improve
near-term results and achieve sustainable shareholder value creation.
Accordingly, the Board, after recently completing a regular strategic planning
session, believes that exploration of strategic alternatives at this time is
not in the best interests of shareholders and that it is not an appropriate time
to sell the Company.
Thomas C. Shievelbein
of the Board, President and Chief Executive Officer
The Brink’s Company
Brink’s Company (NYSE:BCO) is the world's premier provider of secure
transportation and cash management services. For more information, please visit
The Brink’s Company website at www.Brinks.com or call 804-289-9709.
This release contains forward-looking information about the new company's newly appointed Chairman, President and CEO and the future performance of the company. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “may,” “should” and similar expressions may identify forward-looking information. The forward-looking information in this release is subject to known and unknown risks, uncertainties and contingencies, which could cause actual results, performance or achievements to differ materially from those that are anticipated. A discussion of factors that could affect future results is contained in the company's periodic filings with the Securities and Exchange Commission. All forward-looking information should be evaluated in the context of these risks, uncertainties and contingencies. The information included in this release is representative only as of the date of this release, and the company undertakes no obligation to update any information contained in this release.
The Brink’s Company will be using a white proxy card for its 2013 annual meeting.
Joele Frank, Wilkinson Brimmer Katcher
Joele Frank / Tim Lynch / Jonathan Keehner