Brink's Home Security to spin-off Oct. 31

SSN Staff  - 
Thursday, September 11, 2008

RICHMOND, Va.--The Brink's Company on Sept. 12 announced that its board of directors has approved a distribution date of Oct. 31, 2008, for the spin-off of Brink's Home Security Holdings as a stand-alone, publicly traded company. The board also approved Oct. 21 as the record date for the spin-off.
On Oct. 31, Brink's shareholders will receive one share of BHS Holdings common stock for each share of Brink's common stock they own that was outstanding at the close of business on Oct. 21. BHS Holdings has applied for approval of trading on the New York Stock Exchange under the symbol "CFL."
Completion of the spin-off is subject to the satisfaction of a number of conditions, including the Registration Statement on Form 10 for BHS Holdings common stock being declared effective by the Securities and Exchange Commission, BHS Holdings common stock being accepted for listing on the NYSE, and certain other conditions described in the Information Statement included in the Form 10 and in the agreements filed as exhibits to the Form 10.
The condition that Brink's receive a private letter ruling from the Internal Revenue Service regarding the spin-off has been met, and the company expects all other conditions to the spin-off to be satisfied on or before the distribution date.
Brink's shareholders do not need to take any action to participate in the spin-off. No payment and no exchange or surrender of existing shares of Brink's common stock is required. The spin-off is not subject to a vote of Brink's shareholders and no proxy will be solicited in connection with the spin-off.
Effective immediately upon the completion of the spin-off, John S. Brinzo, Lawrence J. Mosner, Carl S. Sloane and Carroll R. Wetzel, Jr., will resign from the Brink's board of directors and become directors of BHS Holdings. Robert B. Allen, president and chief executive officer of Brink's Home Security, Inc., also will serve as a director of BHS Holdings. Carl S. Sloane will serve as the non-executive chairman of the board of BHS Holdings. Robert J. Strang will then become a director of The Brink's Company.