Article from: www.thenewspaper.com/news/70/7034.asp
4/9/2021Redflex Shareholders To Decide On Company Sale
Australian shareholders to decide whether red light camera vendor is sold to Verra Mobility.
Verra Mobility wants to dominate the automated ticketing industry, and, if Australian investors agree, the Arizona-based company will soon enjoy a near-monopoly position in red light camera and speed camera services. On Thursday, Redflex urged its shareholders to approve Verra Mobility's proposed buy-out offer. Under the deal, Verra Mobility would take control of Redflex by paying 92 cents for each outstanding share (the Australian company had been trading at just 40 cents when the offer was made). Despite taking $8.5 million in virus relief funds from the Australian and US governments, Redflex has not turned a profit since 2014.
"While we believe that the company would continue to drive towards profitable growth on its own without the proposed merger, there are a number of challenges and risks associated with that independent journey," Redflex chairman Adam L. Gray wrote to investors. "On behalf of the board, I am pleased to invite you to take part in the scheme meeting that will be held by way of live webcast."
Redflex management would benefit greatly from approval of the deal. CEO Mark J. Talbot, for example, would enjoy a payout of $2,808,597 -- though approval of the merger is far from guaranteed. As with past attempts to sell Redflex, the ultimate fate of the proposal rests in the hands of major shareholders like former Redflex chief Christopher Cooper who, along with his wife, controls 20.8 percent of the the company's stock. Cooper holds a grudge after being forced out as Redflex chairman in a 2009 shareholder revolt. He only needs to convince investors with a 4.2 stake to agree with him. Chinese investor Cheng Man Oy and Investaco, seen as Cooper allies, control 17 percent between them. Other top investors include Coliseum Capital Management and Duke University.
"If the scheme does not proceed there is a risk that the company's employees and senior management will experience a decline in morale, and there is a risk that some of these individuals may choose to leave the company to pursue other opportunities," Redflex executives wrote to shareholders.
Verra Mobility does not believe that will happen, as the company has already lined up enough cash to complete the $113 million deal by refinancing its $1 billion debt. If the deal goes through, Verra Mobility would likely eliminate the Redflex brand, which has been tarnished by ethical lapses that sent its executives to prison.
"For example, the Redflex Group's historic probity issues involving the city of Chicago (which have been previously disclosed to the market) have damaged its brand (in the United States of America, in particular), and this has caused the loss of some customer contracts and difficulties in competing for new customer contracts," Redflex admitted.
The shareholder vote will take place on May 10.