Digimarc Comments to Shareholders Concerning Acquisition of Its ID Systems Business By L-1 Identity Solutions
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Noting the commencement on July 3 of a tender offer by L-1 Identity
Solutions, Inc. (NYSE:ID) for all of Digimarc Corporation’s
outstanding common stock which will result in the acquisition of Digimarc’s
ID Systems business (NASDAQ:DMRC), Digimarc is issuing the following
statement to assist its shareholders in evaluating the tender offer and
the other transactions contemplated by its agreement with L-1. According
to Digimarc, there are three primary components of share value resulting
from the transactions contemplated by the agreement with L-1, including:
Cash from L-1. An aggregate of
$310 million in cash consideration from L-1 pursuant to the tender
offer launched on July 3, plus Cash from Digimarc. Cash
estimated to be in the range of $50 million to be contributed by
Digimarc into the newly formed company that will operate our Digital
Watermarking business (referred to as "DMRC Corporation" in the tender
offer documents) that will be spun off prior to completion of the
tender offer, plus The value of DMRC Corporation.
Enterprise Value ("EV”),
net of cash, of the spin off of our Digital Watermarking Business.
The Cash from Digimarc will not be distributed directly to shareholders,
but will be contributed to DMRC Corporation in the spin off to provide
working capital for the new business. The contributed cash will include
cash from Digimarc's operations and from stock option exercises prior to
the completion of the tender offer, net of transaction costs and related
expenses.
The tender offer from L-1 assumes approximately 26 million shares
outstanding at the completion of the tender offer. The price per share
will be adjusted prior to completion of the tender offer to more
accurately reflect the final shares outstanding. Assuming approximately
26 million fully-diluted shares outstanding (including 3,862,000 shares
assumed to be issued upon exercise of stock options), shareholders will
receive $11.90 per share cash from L-1 and pro rata equity ownership in
DMRC Corporation based on their percentage ownership in Digimarc
Corporation.
The value received for shares of DMRC Corporation includes:
its initial cash balance estimated at approximately $50 million, and
the EV of DMRC Corporation, which will ultimately be determined by its
trading value when it becomes an independent publicly traded company
after the spin off.
In estimating the EV of DMRC Corporation prior to the spin off, we
recommend that investors review the recently filed Form10 registration
statement for DMRC Corporation for historical financial information
concerning the business being spun off. Digimarc has previously provided
financial guidance projecting 2008 revenues in excess of $18 million for
its Digital Watermarking business, which is the business being spun off.
The new company is expected to have a strong cash position, no debt, and
is expected to be profitable in its first full year of operations.
Digimarc management intends to host a webcast to discuss strategy and
prospects for the new business prior to completion of the tender offer.
The date for the webcast will be published soon.
In estimating the value per share of Digimarc shares prior to completion
of the tender offer, please note that the actual share count at
completion of the offer will vary based on the number of options
exercised and the manner of exercises. Shares may be exercised through
various conventional approaches that yield different share counts at
completion of the offer. Regardless of the manner of exercise selected
by employees, Digimarc anticipates that the aggregate value (cash from
L-1 plus cash from Digimarc plus EV of DMRC Corporation) will not vary
much on a per-share basis across possible share count scenarios because,
generally speaking, many of the in-the-money options have relatively
small differences between strike price and the likely range of aggregate
value per share. As options with small marginal value are exercised, a
roughly equivalent amount of cash to exercise them would flow through
Digimarc to DMRC Corporation in the spin-off, increasing the value of
DMRC Corporation shares that our shareholders will receive in the
spin-off.
Digimarc’s board of directors has unanimously
approved the agreement with L-1 and the transactions contemplated
thereby, including the spin-off, tender offer, and merger; and
recommends that the shareholders of Digimarc tender their shares
pursuant to the tender offer. Certain executive officers and directors
of Digimarc, including Chief Executive Officer Bruce Davis, have agreed
to tender their shares pursuant to the tender offer.
About Digimarc Corporation
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.
Securities Safe Harbor
With the exception of historical information contained in this release,
the matters described herein contain certain "forward-looking
statements” that are made pursuant to the "safe
harbor” provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements,
particularly those statements regarding the value to our shareholders of
the L-1 transaction and the proposed spin-off, the estimated operating
results of DMRC Corporation and others preceded by the words "believes,” "expects,” "estimates,” "anticipates,” "will”
or words of similar import are statements of management’s
opinion. These statements 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 commence and 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. The proposed offer and merger may not occur if the
conditions to completing such transactions are not satisfied. In
addition, our current estimates of shares to be issued on exercise of
stock options and cash to be generated from our operations and
contributed to DMRC Corporation prior to the spin-off are based upon
certain assumptions and are likely to change over time. More detailed
information about risk factors that may affect actual results is set
forth in filings by Digimarc with the Securities and Exchange Commission
("SEC”) on Forms
10-K and 10-Q, including but not limited to those described in the
Company’s Form 10-K for the year ended
December 31, 2007 in Part II, Item 7 thereof ("Management’s
Discussion and Analysis of Financial Condition and Results of Operations”)
under the captions "Liquidity and Capital
Resources” and "Factors
Affecting Forward Looking Statements” and in
Part II, Item 9A thereof ("Controls and
Procedures”). In addition, more detailed
information about DMRC Corporation, including risk factors that may
affect actual results, is set forth in a registration statement on Form
10 filed by DMRC Corporation with the Securities and Exchange Commission
on June 23, 2008. 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,
we undertake no obligation to publicly update or review any
forward-looking statements to reflect events or circumstances that may
arise after the date of this release.
Important Additional Information
The disclosure contained herein 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 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 will be 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.