Business News
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
Shares
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shares of Digimarc common stock being validly tendered and not withdrawn,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properly withdrawn on or prior to that time have been accepted for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subsequent offering period may not be withdrawn.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 http://www.l1id.com .
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 http://www.l1id.com and
http://www.digimarc.com and the website maintained by the SEC at
http://www.sec.gov .
CONTACTS:
Doni Fordyce
L-1 Identity Solutions
203-504-1109
[email protected]
Steve Lipin
Brunswick Group
212-333-3810
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