Redflex rejects Macquarie/Carlyle offer

The Sydney-listed company, which manufactures cameras that photograph cars speeding or running red lights, has rejected a takeover offer from Macquarie and The Carlyle Group, even after the bidders raised their A$300m offer by A$0.05 a share.

Macquarie and The Carlyle Group improved a joint A$300 million (€224.5 million; $322 million) offer for traffic camera manufacturer Redflex, but the company’s shareholders have nonetheless rejected the proposed takeover.

Redflex’s board of directors unanimously approved the takeover bid, but the scheme did not receive a sufficient number of shareholders' votes, according to a statement to the Australian Securities Exchange (ASX). Local media reports said that Redflex’s former chair, Chris Cooper, who owns 11.1 percent of the company’s shares, had opposed the offer.

Redflex manufactures cameras that catch drivers who speed, run red lights, evade tolls, or travel in designated bus lanes. The company, which has been listed on the ASX since 1997, also manufactures technologies that photograph and recognise license plate numbers.

In February, Carlyle announced that the firm would be acquiring Redflex jointly with Macquarie for A$2.70 a share, valuing the deal at A$300 million. Last week, the two bidders improved their offer by an additional A$0.05 per share in order to offset the effects of an appreciating Australian dollar, according to a statement from Redflex chair Max Findlay.

Traffic cameras:
buying opportunity
for Carlyle and
Macquarie

The investment was slated to be 66.7 percent from Carlyle funds and 33.3 percent from funds and entities managed by Macquarie, according to an explanatory booklet distributed to Redflex shareholders in early April. Carlyle said in a statement that the firm planned to acquire Redflex through the Carlyle Growth Partners III fund, which focuses on North American middle-market businesses.

Despite being listed on the ASX and headquartered in Melbourne, Redflex’s US businesses account for the majority of the company’s revenue, according to the 2010 annual report.

In 2010, Macquarie proposed to acquire Redflex at A$2.50 per share. Redflex's directors subsequently approached “over 40 parties globally” before recommending the joint proposal at A$2.70 per share, according to the explanatory booklet.

Macquarie and Carlyle jointly own 12 percent of Redflex stock, making them the company’s largest shareholder.

Redflex’s shares ended the day Tuesday down 29.69 percent, closing at A$1.83.