Bioscrypt to be acquired by L-1 Identity Solutions in a Stock-for-Stock Transaction
Bioscrypt set to bring its Global Leadership in Biometric Access Control to the L-1 Identity Solutions Portfolio of Companies Toronto, ON (January 7, 2008) – Bioscrypt Inc. (TSX: BYT), a leading provider of enterprise access control solutions, today announced that it has entered into a definitive agreement with L-1 Identity Solutions, Inc. (NYSE:ID) whereby L-1 will acquire all outstanding Bioscrypt shares in a stock-for-stock transaction. Under the terms of the definitive agreement, L-1 will purchase Bioscrypt shares for consideration currently valued at Cdn. $0.55 per share, representing a total purchase price of approximately Cdn. $44.0 million. The offer price of Cdn. $0.55 per share represents a premium to Bioscrypt shareholders of 53% over the closing price of Bioscrypt on Friday, January 4, 2008, the last day of trading prior to announcement of the transaction, and a premium of 75% over the volume-weighted average trading price for the 20-day period prior to announcement of the transaction. Subject to certain conditions, the number of L-1 shares to be issued in payment of the purchase price for the Bioscrypt shares will be based on the average closing price of L-1 shares on the New York Stock Exchange (“NYSE”) for the 20 trading days ending five trading days prior to the closing date of the acquisition, provided the price at which such shares are issued shall not be greater than 105% or less than 95% of US$ 17.72, the average closing price of L-1 shares on the NYSE for the 5 trading days ending the day prior to announcement of the transaction. Under the definitive agreement, the maximum number of shares that can be issued is 2.6 million shares. In addition, L-1 will assume outstanding Bioscrypt stock options that are not exercised prior to the closing of the transaction. All outstanding warrants will be cancelled at the closing of the transaction. “This transaction represents a strategic opportunity for Bioscrypt shareholders to maintain and develop their interest in the growing market for biometric technologies with an expanded market potential as a member company of L-1, a global leader in the identity management space”, said Robert M. Douglas, President and CEO of Bioscrypt. “We see this as a ‘hand in glove’ business fit which at the conclusion of this transaction, Bioscrypt’s technology will gain greater visibility and market traction to extend its global leadership in biometric physical and logical access control. In addition, the transaction provides the shareholders of Bioscrypt with the enhanced visibility, investment opportunities, and market trading liquidity in the New York Stock Exchange, as L-1 Identity shareholders.”
The acquisition is structured as a plan of arrangement under the Canada Business Corporations Act and is expected to close in the first quarter of 2008. The acquisition is subject to the satisfaction of a number of customary conditions, including approval by the holders of at least two-thirds of Bioscrypt’s outstanding common shares, options and warrants, each voting as a separate class, the approval of the Ontario Superior Court, and other regulatory approvals. The definitive agreement also provides that L-1 will be paid a termination fee and reimbursed for expenses under certain circumstances in which the transaction is not consummated. Additional terms of the transaction will be more fully described in the management proxy circular to be mailed by Bioscrypt to its security holders in connection with the special meeting referred to below. The definitive agreement will also be filed on SEDAR and will be available at www.sedar.com. The acquisition will be submitted to Bioscrypt security holders for approval at a special meeting expected to be held in February 2008. The Board of Directors of Bioscrypt has unanimously recommended that Bioscrypt security holders vote in favour of the acquisition and has received an opinion from its financial advisor, TD Securities Inc., that as of January 5, 2008, the consideration to be received pursuant to the definitive agreement, is fair, from a financial point of view, to the holders of Bioscrypt’s common shares. Irrevocable support agreements in favour of the transaction have been signed by directors, officers and other shareholders of Bioscrypt, representing approximately 25 percent of the outstanding shares of Bioscrypt, including holders of 87 percent of all warrants outstanding and 70 percent of all stock options outstanding. “With this acquisition, L-1 strengthens its leadership position in protecting and securing personal identities and assets by extending into access control, a market that is expected to grow substantially,” said Robert V. LaPenta, Chairman, President and CEO of L-1 Identity Solutions. “In line with our strategy to acquire the best-in-class solutions, Bioscrypt is a leader in advanced physical and logical biometric access control solutions and brings new and unique technological capabilities to our portfolio of identity management solutions, including three-dimensional facial recognition.” Following the close of the transaction, it is expected that Bioscrypt will continue to operate from its current location(s). Bioscrypt will become a wholly-owned subsidiary of L-1 Identity Solutions.
About Bioscrypt Inc.
Bioscrypt is an enterprise access control solution provider, enabling the unification of physical and logical access with its Door to Desktop® products. Bioscrypt’s hardware and software solutions deliver strong authentication processes to facilities, equipment, IT networks and computer applications and allow organizations to administer unified identities across the enterprise. Building on its proven expertise in biometric technology and its unique multi-factor authentication platform, Bioscrypt integrates all major secure authentication standards, transforming how organizations are bridging the gap between physical and logical access to create secure working environments. More information is available at www.bioscrypt.com. 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 www.L1ID.com. Forward-looking (safe harbour) statement Statements made in this news release that relate to future plans, events or performances are forward-looking statements. Any statement containing words such as "believes", "plans", "expects" or "intends" and other statements which are not historical facts contained in this release are forward-looking, and these statements involve risks and uncertainties and are based on current expectations. Consequently, actual results could differ materially from the expectations expressed in these forward-looking statements. Bioscrypt and Door to Desktop® are registered trademarks and Veri-Series and VeriSoft are trademarks of Bioscrypt Inc. All other product and company names mentioned are the property of their respective owners and are mentioned for identification purposes only. For more information, contact:
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