Digimarc Announces Adjustment of Offer Price in L-1 Identity Solutions' Tender Offer for Digimarc's ID Systems Business
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Digimarc Corporation (Nasdaq: DMRC) today announced that Digimarc and
L-1 Identity Solutions (NYSE: ID) have amended their previously
announced merger agreement to adjust the offer price to be paid by L-1
to stockholders of Digimarc in connection with tender offer related to
L-1’s acquisition of Digimarc’s
ID Systems business to $12.25 per share. The adjusted offer price is
based on the number of shares of Digimarc common stock expected to be
outstanding at the expiration of the tender offer, including shares of
Digimarc common stock expected to be issued upon exercise of Digimarc
stock options. L-1 will file amended tender offer documents to reflect
this one-time adjustment to the offer price.
As previously announced, in addition to the $12.25 per share cash
consideration offered by L-1 to Digimarc stockholders, in the
contemplated spin-off of Digimarc's digital watermarking business,
Digimarc stockholders will receive shares in DMRC Corporation, which
will hold the digital watermarking business and Digimarc’s
cash as of the completion of the spin-off. The acquisition of Digimarc's
ID Systems business has been approved by the respective Boards of
Directors of L-1 and Digimarc.
The adjusted offer price does not change the total cash consideration to
be paid by L-1 for 100% of the issued and outstanding capital stock of
Digimarc, which remains at US $310 million. In connection with the
adjustment of the offer price, Digimarc and L-1 also agreed that if the
aggregate price paid to Digimarc stockholders for 100% of the issued and
outstanding capital stock of Digimarc exceeds US $310 million, then DMRC
Corporation will pay L-1 a cash amount equal to the excess at the
closing of the merger. Conversely, if the aggregate price paid is less
than US $310 million, then Digimarc, as a wholly-owned subsidiary of
L-1, will pay DMRC Corporation a cash amount equal to the shortfall at
the closing of the merger.
About Digimarc
Digimarc Corporation (NASDAQ:DMRC), based in Beaverton, Oregon, is a
leading supplier of secure identity and media management solutions.
Digimarc provides products and services that enable the annual
production of more than 60 million personal identification documents,
including ID solutions for more than 25 countries. Digimarc's digital
watermarking technology provides a persistent digital identity for
various media content and is used to enhance the security of financial
documents, identity documents and digital images, and support other
media rights management applications.
Digimarc has an extensive intellectual property portfolio, with more
than 360 issued U.S. patents with more than 7,500 claims, and more than
500 pending U.S. and foreign patent applications in digital
watermarking, personal identification and related technologies. The
Company is headquartered in Beaverton, Oregon, with other U.S. offices
in Burlington, Massachusetts; Fort Wayne, Indiana; and the Washington DC
area; and international offices in London and Mexico. Please go to www.digimarc.com
for more company information.
Forward-Looking Statements
With the exception of historical information contained in this release,
the matters described herein contain certain "forward-looking
statements." Such forward-looking statements are statements of
management's opinion and are subject to certain assumptions, risks,
uncertainties and changes in circumstances. Actual results may vary
materially from those expressed or implied from the statements herein or
from historical results, due to changes in economic, business,
competitive, technological and/or regulatory factors. For instance,
although Digimarc and L-1 have signed an agreement for Digimarc to spin
off its digital watermarking business, for L-1 to complete a tender
offer for shares of Digimarc common stock, and for a subsidiary of L-1
to merge with and into Digimarc, there is no assurance that the proposed
spin-off, tender offer or merger will be completed in a timely manner or
at all. More detailed information about risk factors that may affect
actual results is set forth in filings by Digimarc with the Securities
and Exchange Commission on Forms 10-K and 10-Q, including but not
limited to those described in Digimarc's form 10-K for the year ended
December 31, 2007. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's opinions
only as of the date of this release. Except as required by law, Digimarc
undertakes no obligation to publicly update or revise any
forward-looking statements to reflect events or circumstances that may
arise after the date of this release.
Additional Information
This press release is neither an offer to purchase nor a solicitation of
an offer to sell securities. The tender offer by L-1 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 www.l1id.com
and www.digimarc.com and the
website maintained by the SEC at http://www.sec.gov.
