L-1 Identity acquires Digimarc
L-1 has signed an amended definitive merger agreement that values the ID Systems Business of Digimarc at US$ 310 million (EUR 197 million). L-1 Identity initial offer last April (cf. SI #08-14) valued the ID Systems business of Digimarc Corporation at approximately US$ 250 million (EUR 159 million).
The Digimarc Board of Directors unanimously supports the new offer from L-1 and is recommending that its stockholders tender into the offer. The Company has terminated discussions with Safran regarding their non-binding expression of interest in acquiring the ID Systems Business. the Federal Trade Commission has granted early termination of the Hart-Scott-Rodino ('HSR') antitrust review process. Early termination of the HSR review removed a key closing condition to the proposed acquisition. Consummation of the transaction now requires only the completion of the tender offer, the spin-off of the digital watermarking business along with the company's cash, and other customary closing conditions. Under the terms of the amended merger agreement, the tender offer is expected to commence on July 2, 2008, but no later than July 7, 2008 and remain open for 20 business days. The spin-off of the digital watermarking business will occur prior to the expiration date of the tender offer.
Robert V. LaPenta, Chairman and CEO of L-1 insisted his offer was "in the best interests of customers, U.S. citizens, and Digimarc employees and stockholders by offering them significant value and an expeditious closing of the transaction." To win the final decision, he added: "As a Paris-based company with significant ownership by the French government, Safran's proposal would be subject to approval from the Committee on Foreign Investment in the United States ('CFIUS'). This process can be lengthy and approval cannot be assured."