Command Security Corporation Announces Signing of Definitive Acquisition Agreement With Prosegur for $2.85 Per Share
September 18 2018 - 4:45PM
Command Security Corporation (NYSE American: MOC) (the “Company,”
“Command Security”, “we” or “us”) today announced the signing of a
definitive agreement with Prosegur Compañía de Seguridad, S.A.
(Madrid Stock Exchange BME: PSG) (“Prosegur”) pursuant to which the
Company will be acquired by Prosegur SIS (USA) Inc., a wholly-owned
subsidiary of Prosegur, for $2.85 in cash per share.
The transaction price represents a 50.0% premium
to Command Security’s closing stock price as of Tuesday, September
18, 2018, and a 71.6% premium to the Company’s 3-month average
closing price. Shareholders representing approximately 60.7% of the
Company’s outstanding shares have agreed to support the proposed
transaction. The Board of Directors believes this is an outstanding
strategic opportunity for the Company and unanimously supports this
transaction with a strong endorsement for shareholder approval,
which requires the affirmative vote of holders of two-thirds of the
Company’s outstanding shares.
Prosegur is a Madrid-based, publicly traded
multinational company with annual revenues of approximately $5
billion. It is a global leader in the private security sector, in
which it has been active for more than 40 years. It offers high
value-added services for a diverse customer base in 24 countries on
five continents, with more than 175,000 employees.
Craig P. Coy, the Company’s CEO, said, “This is
the perfect match for Command Security and a great deal for our
shareholders. We believe that this merger will enable us to grow
into new businesses, add broader capabilities, and deploy new
resources to meet and expand our current base of business.
Prosegur’s management philosophy, commitment to excellence and
worldwide experience and innovation match seamlessly with our
strategic goals. Our entire management and operations team are
excited by this new opportunity and vision for the future.”
Prosegur Security Managing Director Javier
Tabernero said, “We are excited to include Command Security in our
operations. They have an impressive management team and high
service quality.”
The transaction is expected to close by the
fourth quarter of calendar year 2018 subject to customary closing
conditions, including regulatory approvals.
Nomura Securities International, Inc. is acting as financial
advisor to Command Security and Winston & Strawn LLP is acting
as its legal advisor.
About ProsegurProsegur provides
companies and households with reliable, advanced security
solutions. With a global presence, Prosegur reported sales of 4.291
billion euros in 2017 (including its three business lines, Prosegur
Security, Prosegur Cash and Prosegur Alarms) and is listed on the
Madrid and Barcelona stock exchanges under the ticker code PSG,
currently having a team of over 175,000 employees. Prosegur directs
its social action through the Prosegur Foundation, which, with more
than 39,900 beneficiaries in 2017, works on four focal points:
education, employment inclusion of people with intellectual
disabilities, corporate volunteering and cultural development. For
more information, please visit www.prosegur.com.
About Command Security
CorporationCommand Security Corporation and its Aviation
Safeguards division provide uniformed security officers and
aviation security services to commercial, financial, industrial,
aviation and governmental customers throughout the United States.
As our credo states “Securing All You Value,” we safeguard against
theft, fraud, fire, intrusion, vandalism and the many other threats
that our customers are facing today. By partnering with each
customer, we design programs customized to meet their specific
security needs and address their particular concerns. We bring
years of expertise, including sophisticated systems for hiring,
training, supervision and oversight, backed by cutting-edge
technology, to every situation that our customers face involving
security. Our mission is to enable our customers to operate their
businesses without disruption or loss, and to create safe
environments for their employees. For more information concerning
Command Security, please refer to our website
at www.commandsecurity.com.
Cautionary Statement Regarding Command
Security Forward-Looking StatementsThis announcement by
the Company contains forward-looking statements within the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995 about the Company that are based on management’s
assumptions, expectations and projections about the Company. We use
words such as intends and believes, among others, to identify
forward-looking statements. Such forward-looking statements by
their nature involve a degree of risk and uncertainty. The Company
cautions that actual results of the Company could differ materially
from those projected in the forward-looking statements as a result
of various factors, including but not limited to the factors
described under the heading “Risk Factors” in the Company’s most
recent Annual Report on Form 10-K for the fiscal year ended March
31, 2018 filed with the U.S. Securities and Exchange Commission
(the “SEC”), and such other risks disclosed from time to time in
the Company’s periodic and other reports filed with the SEC, which
are available at http://www.sec.gov. You should consider the areas
of risk described above in connection with any forward-looking
statements that may be made by the Company. The Company undertakes
no obligation to publicly update any forward-looking statements or
any other information in this communication, whether as a result of
new information, future events or otherwise, except as otherwise
required by law. You are advised, however, to not place undue
reliance on these forward-looking statements that speak only as of
the date hereof and to consult any additional disclosures the
Company makes in proxy statements, quarterly reports on Form 10-Q,
annual reports on Form 10-K and current reports on Form 8-K filed
with the SEC.
Additional Information and Where to Find
ItThis communication is being made in respect of the
proposed transaction involving the Company and Prosegur. In
connection with the proposed transaction, the Company intends to
file relevant materials with the Securities and Exchange Commission
(the “SEC”), including a preliminary proxy statement on Schedule
14A. Promptly after filing its definitive proxy statement with the
SEC, the Company will mail the definitive proxy statement to each
stockholder of the Company entitled to vote at the special meeting
relating to the proposed transaction. This communication is not a
substitute for the proxy statement or any other document that the
Company may file with the SEC or send to its stockholders in
connection with the proposed transaction. BEFORE MAKING ANY VOTING
DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE
MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY
OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED
TRANSACTION THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. The definitive
proxy statement, the preliminary proxy statement and other relevant
materials in connection with the proposed transaction (when they
become available), and any other documents filed by the Company
with the SEC, may be obtained free of charge at the SEC’s website
(http://www.sec.gov).
Participants in the
SolicitationThe Company and its directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the Company’s stockholders with respect to the
proposed transaction. Information about the Company’s directors and
executive officers and their ownership of the Company’s common
stock is set forth in the Company’s proxy statement on Schedule 14A
filed with the SEC on July 30, 2018. Additional information
regarding the potential participants, and their direct or indirect
interests in the proposed transaction, by security holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with SEC in connection with the proposed
transaction.
Company Contact:N. Paul BrostChief Financial
OfficerCommand Security Corporation703-464-4735