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L-1 Identity Solutions Successfully Completes the Initial Offering Period of Tender Offer and Acquires Control of Digimarc Corporation

2008-08-04 07:30:00

L-1 Identity Solutions Successfully Completes the Initial Offering Period of Tender Offer and Acquires Control of Digimarc Corporation

 L-1 Announces Subsequent Offering Period to Acquire Remaining Outstanding


    STAMFORD, Conn., Aug. 4 /EMWNews/ -- L-1 Identity

Solutions, Inc. (NYSE: ID), a leading provider of identity solutions and

services, today announced that it has successfully completed the initial

offering period of its tender offer for all outstanding shares of common

stock of Digimarc Corporation (Nasdaq: DMRC). The Company also announced

that its wholly-owned subsidiary, Dolomite Acquisition Co., has commenced a

subsequent offering period to acquire all of the remaining outstanding

shares of common stock of Digimarc not tendered into the offer.

    The initial offering period and withdrawal rights expired at 12:00 a.m.

(ET), on Friday, August 1, 2008, with a total of approximately 19,767,699

shares of Digimarc common stock being validly tendered and not withdrawn,

representing approximately 79 percent of the issued and outstanding shares

of Digimarc common stock. All shares that were validly tendered and not

properly withdrawn on or prior to that time have been accepted for

purchase. L-1 will promptly pay for all such shares at the offer price of

$12.25 per share, net to the seller in cash, without interest and less any

required withholding taxes.

    The subsequent offering period will expire at 5:00 p.m. (ET), on

Friday, August 8, 2008, unless otherwise extended. During this subsequent

offering period, holders of shares of Digimarc common stock who did not

previously tender their shares into the offer may do so, and Dolomite

Acquisition Co. will promptly purchase any shares properly tendered, for

the same consideration paid in the initial offering period. Procedures for

tendering shares during the subsequent offering period are the same as

during the initial offering period, except that shares tendered during the

subsequent offering period may not be withdrawn. L-1 and Dolomite

Acquisition Co. reserve the right to extend the subsequent offering period

in accordance with applicable law.

    Following the expiration of the subsequent offering period, L-1 will

acquire all of the remaining outstanding shares of Digimarc common stock

through a merger. With the purchase of shares in the tender offer, L-1 will

have sufficient voting power to approve the merger without the affirmative

vote of any other Digimarc stockholder. As a result of this merger,

Digimarc will become a wholly-owned subsidiary of L-1, and each outstanding

share of Digimarc common stock will be cancelled and (except for shares

held by L-1 or its subsidiaries or shares for which appraisal rights are

properly demanded) will be converted into the right to receive the same

consideration, without interest, received by holders who tendered into the

tender offer. Thereafter, Digimarc common stock will cease to be traded on

the Nasdaq Global Market.

    About L-1 Identity Solutions

    L-1 Identity Solutions, Inc. (NYSE: ID), together with its portfolio of

companies, offers a comprehensive set of products and solutions for

protecting and securing personal identities and assets. Leveraging the

industry's most advanced multi-modal biometric platform for finger, face

and iris recognition, our solutions provide a circle of trust around all

aspects of an identity and the credentials assigned to it -- including

proofing, enrollment, issuance and usage. With the trust and confidence in

individual identities provided by L-1 Identity Solutions, government

entities, law enforcement and border management agencies, and commercial

enterprises can better guard the public against global terrorism, crime and

identity theft fostered by fraudulent identity. L-1 Identity Solutions is

headquartered in Stamford, CT. For more information, visit .

    Forward Looking Statements

    This news release contains forward-looking statements that involve

risks and uncertainties. Forward-looking statements in this press release

and those made from time to time by L-1 Identity Solutions through its

senior management are made pursuant to the safe harbor provisions of the

Private Securities Litigation Reform Act of 1995. Forward-looking

statements reflect L-1 Identity Solutions' current expectations based on

management's beliefs and assumptions and information currently available

and actual results could differ materially from these expectations. Certain

factors that could cause or contribute to such differences include, among

other things, the availability of government funding for the Company's

products and solutions, general economic and political conditions and the

unpredictable nature of working with government agencies. Additional risks

and uncertainties are described in the Securities and Exchange Commission

("SEC") filings of L-1 Identity Solutions, including its Form 10-K for the

year ended December 31, 2007. L-1 Identity Solutions expressly disclaims

any intention or obligation to update any forward-looking statements.

    Additional Information

    This press release is neither an offer to purchase nor a solicitation

of an offer to sell securities. The tender offer is being made pursuant to

a tender offer statement and related materials. Digimarc stockholders are

advised to read the tender offer statement and related materials, which

have been filed by L-1 with the SEC. The tender offer statement (including

the offer to purchase, letter of transmittal and related tender offer

documents) filed by L-1 with the SEC and the solicitation/recommendation

statement filed by Digimarc with the SEC contain important information

which should be read carefully before any decision is made with respect to

the tender offer. The tender offer statement and the

solicitation/recommendation statement have been mailed to all Digimarc

stockholders of record.

    The tender offer statement and related materials may be obtained at no

charge by directing a request by mail to Innisfree M&A Incorporated, 501

Madison Avenue, 20th Floor, New York, New York 10022, or by calling (212)

750-5833, and may also be obtained at no charge at and and the website maintained by the SEC at .

CONTACTS: Doni Fordyce L-1 Identity Solutions 203-504-1109 [email protected] Steve Lipin Brunswick Group 212-333-3810

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Blake Masterson

Freelance Writer, Journalist and Father of 5

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