Douglas Braunstein’s Hudson Executive Capital has launched a proxy contest for a majority of the board at USA Technologies, saying it has exhausted options for a settlement over 10 months of negotiations.
In a letter to fellow shareholders, Braunstein wrote that the USA board had “delayed, deferred or rejected” the activist’s proposals and failed to hold management to account, resulting in missed opportunities and the destruction of shareholder value. It has hired Innisfree M&A as its proxy solicitor for the upcoming fight.
“The board’s failure to be decisive, its lack of action and its demonstrated inability to attract talented executives can no longer be excused,” Braunstein argued. “Unfortunately, even if the current board were to act unilaterally today to address these issues, we do not have confidence it can manage the process or attract the caliber of talent this business deserves.”
Hudson also wants CEO Stephen Herbert replaced, overcoming another public taboo for the fund, which was founded in 2015 with a promise to avoid public spats.
In its response, the company said it informed Braunstein that it would consider his board candidates, but the investor rejected the offer. USA Technologies added that it is skeptical of Hudson’s track record “in ‘assisting’ companies which they have targeted.”
“Under the banner of ‘constructive engagement’ Braunstein describes Hudson […] as a firm seeking ‘to preserve and drive shareholder value in a cooperative manner, formally forgoing the right to conduct hostile proxy fights and public media tactics.’ This appears to be nothing, but a sound-bite used by Braunstein to attract investors and ‘CEO partners,’ and disguise the true nature of his tactics,” the company said.
However, Hudson appears to have been angered by USA Technologies’ October 9 announcement that it was raising $50 million through a equity and debt placements with Antara Capital. In Monday’s letter, Braunstein called the terms “onerous” and “dilutive,” saying Hudson had proposed financing itself and offered to help USA Technologies with its existing banking relationships.
USA Technologies had also been in non-compliance with its obligation to file audited financials, missing a September 23 extension. It filed financials on October 9 and met with Hudson the following day, when the activist said it rejected a final proposal for change.
Shares in the communications company fell 2.2% by 11 a.m. EDT on Monday but are up more than 40% year-to-date.