Digimarc Receives Unsolicited Non-Binding Proposal To Acquire Its Secure ID Business for $300 Million in Cash
L-1 Merger Agreement Remains in Effect and Hart-Scott-Rodino
Approval Process Has Been Cleared
BEAVERTON, Ore.--(Business Wire)--
Digimarc Corporation (NASDAQ:DMRC) announced today receipt of an
unsolicited non-binding indication of interest from Safran S.A.
(Paris:SAF), in which Safran proposed to acquire the outstanding
common stock of Digimarc, following the spin-off of Digimarc's digital
watermarking business and cash on hand, for $300 million in cash,
subject to completion of due diligence and negotiation of customary
definitive documentation similar to the previously announced agreement
and plan of merger that Digimarc entered into with L-1 Identity
Solutions, Inc. (NYSE: ID) on March 23, 2008 (the "L-1 Merger
Agreement"). The Digimarc board of directors, after consultation with
its financial and legal advisors, has determined that the acquisition
proposal from Safran could reasonably be expected to lead to a
superior proposal, as defined in the L-1 Merger Agreement. That
agreement provides for the acquisition of Digimarc's Secure ID
business by L-1 Identity Solutions in a stock and cash transaction
valued at approximately $263 million based on the current market price
of L-1 Identity Solutions common stock.
Digimarc's board of directors, together with its financial and
legal advisors, will carefully evaluate the acquisition proposal from
Safran. The Safran acquisition proposal is a non-binding indication of
interest and is subject to completion of due diligence of Digimarc by
Safran, written confirmation from the Committee on Foreign Investment
in the United States (CFIUS) of successful completion of the review
process under the Exon-Florio Amendment to the Defense Production Act
of 1950, as amended, and negotiation of a definitive agreement. There
is no assurance that these negotiations will ultimately lead to a
superior proposal, that Digimarc and Safran will reach final agreement
on terms regarding the acquisition of Digimarc by Safran or that, if
the parties do enter into such an agreement, regulatory approvals and
other conditions to completing such a transaction will be obtained.
Based on this determination and as permitted by the L-1 Merger
Agreement, Digimarc's board of directors has authorized Digimarc to
furnish information to Safran and enter into discussions with it
regarding its proposal. The board has not approved, adopted or
recommended a Safran acquisition proposal or declared it superior to
the L-1 Merger Agreement. Moreover, Digimarc's board of directors has
not withdrawn, qualified, or modified its recommendation that Digimarc
stockholders adopt and approve the L-1 Merger Agreement.
The Merger Agreement among Digimarc, L-1 Identity Solutions and a
wholly owned subsidiary of L-1 Identity Solutions remains in full
force and effect. On June 12, 2008, the Federal Trade Commission
granted early termination of the waiting period under the
Hart-Scott-Rodino Act, removing a condition to completion of the L-1
Merger Agreement.
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 driver licenses and 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.
Forward Looking Statements
Statements contained in this release regarding Digimarc's
disclosure of information to, and discussions with, Safran regarding
their acquisition proposal, and any other statements that are not
purely historical are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All of these
statements are based upon information available to Digimarc as of the
date of this release, and Digimarc disclaims any intention or
obligation to update any of these statements. Actual results could
differ materially from current expectations. For a list and
description of risks and uncertainties associated with Digimarc's
business, see Digimarc's reports filed from time to time by it with
the U.S. Securities and Exchange Commission, including Digimarc
Corporation's Form 10-K for the year ended December 31, 2007 and Form
10-Q for the quarter ended March 31, 2008.
Where You Can Find Additional Information
In connection with the proposed acquisition by L-1 Identity
Solutions, L-1 Identity Solutions will file with the SEC a
Registration Statement on Form S-4 and Digimarc will file with the SEC
a proxy statement/prospectus. Investors are urged to read the
Registration Statement and proxy statement/prospectus carefully when
they become available and any other relevant documents filed with the
SEC, as well as any amendments or supplements thereto, because they
will contain important information. Investors and other interested
parties will be able to obtain free copies of the Registration
Statement, proxy statement/prospectus and other documents filed with
the SEC (when available) from the SEC's website at www.sec.gov. In
addition, investors and other interested parties will be able to
obtain free copies of the Registration Statement and proxy
statement/prospectus (when available) by directing a request by mail
or telephone to L-1 Identity Solutions, 177 Broad Street, Stamford,
Connecticut 06901, Attention: Investor Relations, telephone: (203)
504-1100, or to Digimarc, 9405 SW Gemini Drive, Beaverton, Oregon
97008, Attention: Investor Relations, telephone: (503) 469-4659.
Digimarc Corporation
Robert Chamness, 503-469-4618
Chief Legal Officer and Secretary
rchamness@digimarc.com
www.digimarc.com
Copyright Business Wire 2008
