Digimarc Announces Record Date for Spin-Off
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Digimarc Stockholders as of August 1, 2008 to Participate in
Distribution
BEAVERTON, Ore.--(Business Wire)--
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.
Digimarc Corporation
Michael McConnell, 503-469-4652
Chief Financial Officer and Treasurer
mmcconnell@digimarc.com
or
RH Strategic Communications for Digimarc
Delisa Davis, 202-585-0210
ddavis@rhstrategic.com
Copyright Business Wire 2008
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