By Lisa Kerner
Charlotte, N.C., March 24 - L-1 Identity Solutions, Inc. agreed to acquire Digimarc Corp. in a stock and cash transaction valued at approximately $250 million.
The boards of directors of both companies have approved the deal.
Digimarc stockholders will receive approximately 50% of the purchase consideration in shares of L-1 stock and 50% in cash, according to an L-1 news release.
Total cash consideration is some $120 million.
Under the merger agreement, the number of L-1 shares to be issued will be based on the average price of the stock over the 20 consecutive trading days ending five days prior to closing of the transaction, the release stated.
The number will be fixed at about 10.3 million shares if the average trading price of L-1's stock is between $11 and $14. If the price of L-1 shares exceeds $14 per share, the number of shares to be issued will be reduced. The maximum number of L-1 shares that can be issued is 11.3 million under the companies' definitive agreement.
Digimarc stockholders will also receive shares in a new company that will operate under the Digimarc name and will include Digimarc's digital watermarking business, the release stated.
The transaction, slated to close in the second half of 2008, is expected to be accretive to L-1 earnings. Closing of the transaction is subject to approval by Digimarc stockholders at the stockholder meeting and the spinoff of the digital watermarking business.
L-1 has agreed to invest $5 million in the new Digimarc.
"Digimarc's expertise in centralized production of credentials, together with L-1's biometric recognition and document authentication capabilities, will enable us to provide a secure end-to-end solution for issuance of government credentials like driver's licenses," L-1 chairman and chief executive officer Robert V. LaPenta said in the release.
L-1's identity solutions are designed to protect personal privacy. The company is based in Stamford, Conn.
Digimarc is a secure identity solutions provider based in Beaverton, Ore.
| Acquirer: | L-1 Identity Solutions, Inc.
|
| Target: | Digimarc Corp.
|
| Announcement date: | March 24
|
| Transaction total: | $250 million
|
| Price per share: | 50% cash and 50% stock
|
| Expected closing: | Second half of 2008
|
| Stock price for acquirer: | NYSE: ID: $12.66 on March 20
|
| Stock price of target: | Nasdaq: DMRC: $8.46 on March 20
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
