Millbrook Capital Management Inc., the hedge fund seeking the breakup or sale of Brink's Co. (BCO), said its chairman John Dyson will be one of four candidates it will nominate for the board of the security-services company.
Brink's Co.'s board ``1acks the security industry perspective, strategic-alternatives acumen and stockholder representation'' needed to protect the interests of investors, Clay Lifflander, a Millbrook portfolio manager, said today in a statement.
Millbrook, the second-largest investor in Brink's, said it is trying to ``fill major gaps in the experience and skill set'' of the board at next year's election, without seeking to gain control, the statement said.
Brink's said in a statement that its board ``will consider these nominations in due course'' and is ``highly committed to enhancing value for all shareholders.''
Along with Dyson, a former deputy to ex-New York City Mayor Rudolph Giuliani, Millbrook identified its nominees as Peter Michel, former head of the residential security monitoring unit of Brink's; Robert Strang, chief executive officer of Investigative Management Group, a corporate investigative firm; and Carroll Wetzel, a former mergers and acquisitions banker at Chase Manhattan Bank.
Strang is 51 years old. Dyson, Michel and Wetzel are 64, Millbrook spokesman Jeff Siegel said in an interview.
The New York-based hedge fund and hedge-fund manager Pirate Capital LLC, the fourth largest Brink's investor, have been pressing for management changes at Brink's to try to boost its value. A tax-free spinoff of either the armored-truck unit or the security business would create companies with a combined value 26 percent above its share price, Millbrook said in July.
Brink's shares rose $2.27, or 3.7 percent, to $63.98 as of 4:16 p.m. in New York Stock Exchange composite trading. They are unchanged year to date.
Millbrook estimated in July that a spinoff could create companies with a combined value of $79 a share. That estimate remains valid, Siegel said.
Earlier this week, Brink's said it hired the Monitor Group consulting firm to help evaluate ``strategic alternatives.'' Millbrook's ownership of 8.4 percent of Brink's shares is second only to Fidelity Investments, the largest shareholder.
Brink's has 16 board members, including Michael Dan, its chairman, CEO and president, Chief Financial Officer Robert Ritter and three other senior executives, according to its March proxy statement.
If the Millbrook slate wins, the fund plans to try to expand the Brink's board by one seat to let Dan remain a director, the hedge fund said.
Pirate, founded by Thomas Hudson in 2002, said in October that Brink's should elect all directors annually, let shareholders call special meetings and require that the chairman be an independent director. It also called for a division of the chairman and CEO positions.
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