Digimarc Announces Record Date for Spin-Off
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The Board of Directors of Digimarc Corporation (NASDAQ:DMRC)
("Digimarc") has declared 5:30 p.m. EDT on Friday, August 1, 2008 as the
record date and time to be used to determine which Digimarc stockholders
are entitled to receive shares of common stock of DMRC Corporation—the
entity that will operate Digimarc's existing Digital Watermarking
business—in the spin-off of that business.
Shares of DMRC Corporation common stock will initially be held by a
trust for the benefit of Digimarc stockholders of record on the record
date and time for the spin-off, pending the effectiveness of a
Registration Statement on Form 10, which has been filed with the
Securities and Exchange Commission. Following the effectiveness of the
Form 10, shares of DMRC Corporation common stock will be distributed to
Digimarc stockholders as of the record date and time for the spin-off on
the basis of one share of DMRC Corporation common stock for every three
and one-half shares of Digimarc common stock held by the stockholder at
that time. During the period that the trust retains possession of the
shares of DMRC Corporation common stock, and prior to their
distribution, the beneficial interests in such shares will not be
certificated or tradeable. The transfer to the trust for the benefit of
Digimarc stockholders of record as of the record date and time for the
spin-off will occur prior to L-1 Identity Solutions, Inc.’s
("L-1”) acceptance
of the shares validly tendered pursuant to L-1’s
tender offer for all of the outstanding shares of Digimarc common stock,
which is expected to occur at 12:00 midnight EDT on Friday, August 1,
2008.
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.
