ABX Holdings, Inc. (NASDAQ:ABXA) said today that it has entered into a confidentiality and standstill agreement with Red Mountain Capital Partners LLC, a California investment firm that owns 6.8% of the common shares of ABX Holdings.
The agreement is contained in Red Mountain’s Form 13-D filing today with the Securities and Exchange Commission. In the filing, Red Mountain states that through related entities it is the beneficial owner of 4.3 million of the 62.7 million common shares outstanding of ABX Holdings.
Under the agreement, ABX Holdings has agreed to provide Red Mountain with certain non-public information about ABX Holdings on a confidential basis. Red Mountain has agreed that it will protect the confidentiality of that information, and that while the agreement remains in effect it will not without board approval (a) acquire in excess of 14.9% of the issued and outstanding Common Stock, (b) solicit proxies with respect to any voting securities of ABX Holdings, (c) seek the nomination of any person to the board of directors of ABX Holdings, (d) submit a proposal for any extraordinary transaction involving ABX Holdings, or (e) otherwise seek to control or influence the management, board of directors or policies of ABX Holdings.
Joe Hete, president and Chief Executive Officer of ABX Holdings, said that “Red Mountain shares our goal of enhancing value for shareholders of ABX Holdings, and has long expressed interest in advising us about operations, strategic direction, capital structure and corporate governance matters that may further our shared objective. This agreement provides a means for them to do so on a fully informed basis. We look forward to wide ranging and open discussions with the principals of Red Mountain.”
The agreement will remain in effect through December 31, 2008, unless terminated earlier by either party.
About ABX Holdings
ABX Holdings has two principal businesses: ABX Air (www.abxair.com), an air cargo services provider operating out of Wilmington, Ohio, and 15 hubs throughout the United States; and Cargo Holdings International, Inc. (www.cargoholdings.com), a leading provider of air cargo transportation and related services to domestic and foreign air carriers, and other companies that outsource their air cargo lift requirements. ABX Air is a Part 121 operator and holds a Part 145 FAA Repair certificate. Through four subsidiaries, including two companies with separate and distinct U.S. FAA Part 121 Air Carrier Certificates, CHI also provides aircraft leasing, airport ground services, fuel management, specialized transportation management, and air charter brokerage services.
About Red Mountain Capital Partners
Red Mountain is an investment firm based in Los Angeles that takes long term strategic stakes in micro cap public companies and works with management to increase shareholder value. Its managing partner, Willem Mesdag, is a former partner of Goldman, Sachs & Co.