Digimarc Announces Spin-Off of Digital Watermarking Business
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Digimarc Corporation (NASDAQ:DMRC) today announced that, on August 1,
2008, prior to the initial expiration of the tender offer by L-1
Identity Solutions, Inc. ("L-1”),
Digimarc contributed all of the assets and liabilities related to its
digital watermarking business, together with all of Digimarc’s
cash, to DMRC LLC, which was subsequently merged with and into DMRC
Corporation. All of the shares of DMRC Corporation common stock are
being held in trust for the benefit of Digimarc stockholders entitled to
the distribution of shares of DMRC Corporation common stock, pending the
effectiveness of the Registration Statement on Form 10 filed by DMRC
Corporation with the Securities and Exchange Commission. Following the
effectiveness of the Registration Statement on Form 10, shares of DMRC
Corporation common stock will be distributed to Digimarc stockholders
entitled to receive the distribution 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 DMRC Corporation shares,
and prior to their distribution, the beneficial interests in such shares
will not be certificated or tradable.
Digimarc also announced that the initial period of L-1’s
tender offer expired at 12:00 midnight, New York City time, on Friday,
August 1, 2008. Approximately 19.8 million shares of Digimarc’s
common stock were tendered during the initial offering period and not
withdrawn, representing approximately 79% of all outstanding shares. L-1’s
subsidiary has accepted for payment all shares of Digimarc common stock
that were validly tendered and not withdrawn and, accordingly, is the
beneficial owner of such shares of Digimarc common stock. L-1 commenced
a subsequent offering period for all remaining untendered shares of
Digimarc common stock, which will expire at 5:00 p.m., New York City
time, on Friday, August 8, 2008.
About Digimarc
Digimarc Corporation (NASDAQ:DMRC), based in Beaverton, Oregon, is a
leading supplier of secure identity 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. 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. 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.
