LaserCard Corporation to be Acquired by ASSA ABLOY
20 Décembre 2010 - 11:01PM
Business Wire
LaserCard Corporation (NASDAQ:LCRD), a leading provider of
secure ID solutions, today announced that the company has entered
into a definitive agreement to be acquired by ASSA ABLOY AB, at a
price of $6.25 per share through a cash tender offer. The total
transaction value is approximately $80 million. This per share
price represents a premium of approximately 38% over the closing
price of LaserCard shares on December 17, 2010 and a premium
of 42% over the 20-day average of closing prices. LaserCard will
become part of ASSA ABLOY’s HID Global business with LaserCard’s
secure identity products, solutions and services complementing HID
Global’s identity solution offering.
“The secure identity markets are rapidly growing and the need
for enhanced security is driving increased sophistication in
identity credentials and systems,” said Robert T. DeVincenzi,
president and CEO of LaserCard. “LaserCard is pleased to add its
capabilities to the expanding portfolio of customer solutions that
HID Global is offering to the market.”
Under the terms of the definitive acquisition agreement, a
subsidiary of ASSA ABLOY will commence a cash tender offer to
acquire LaserCard’s outstanding shares of common stock at $6.25 per
share, net to each holder in cash. Upon satisfaction of the
conditions to the tender offer and after such time as all shares
tendered in the tender offer are accepted for payment, the
agreement provides for the parties to effect, subject to customary
closing conditions, a merger to be completed following completion
of the tender offer which would result in all shares not tendered
in the tender offer being converted into the right to receive $6.25
per share in cash. The transaction is subject to customary closing
conditions, including the tender of a majority of the outstanding
shares of LaserCard’s common stock based on the number of shares
outstanding, including certain options, and is expected to close in
LaserCard’s fiscal fourth quarter, ending April 1, 2011. No
approval of the stockholders of ASSA ABLOY or its subsidiaries is
required in connection with the proposed transaction. The
transaction is not subject to a financing condition. Terms of the
acquisition agreement were unanimously approved by the board of
directors of LaserCard.
Imperial Capital LLC acted as exclusive financial adviser to
LaserCard. O'Melveny & Myers LLP acted as counsel to
LaserCard.
About LaserCard Corporation
LaserCard Corporation, together with its subsidiaries, is a
leading provider of secure ID solutions to governments and
commercial clients worldwide. It develops, manufactures, and
integrates LaserCard® optical security media cards, encoders,
peripherals, smart and specialty cards, biometrics, and modular
software. The company’s cards and systems are used in various
applications, including citizen identification, border security,
government service delivery and facility access. For further
information, please visit www.lasercard.com
Forward Looking Statements
This release contains forward-looking statements based on
current expectations or beliefs, as well as a number of assumptions
about future events, and these statements are subject to factors
and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
The reader is cautioned not to put undue reliance on these
forward-looking statements, which are not a guarantee of future
performance and are subject to a number of uncertainties and other
factors, many of which are outside the control of ASSA ABLOY and
LaserCard. The forward-looking statements in this document address
a variety of subjects including, for example, the expected date of
closing of the acquisition. The following factors, among others,
could cause actual results to differ materially from those
described in these forward-looking statements: the unsuccessful
completion of the tender offer; matters arising in connection with
the parties’ efforts to comply with and satisfy applicable
regulatory approvals and closing conditions relating to the
transaction; increased competition and technological changes in the
industries in which ASSA ABLOY's HID Global business and LaserCard
compete and other events that could negatively impact the
completion of the transaction, including industry, economic or
political conditions outside of our control.
Important Information Will Be Filed with the SEC
The tender offer for the outstanding shares of common stock of
LaserCard has not yet commenced. No statement in this document is
an offer to purchase or a solicitation of an offer to sell
securities. At the time the tender offer is commenced, ASSA ABLOY
Inc. and a wholly-owned subsidiary of ASSA ABLOY AB will file a
tender offer statement on Schedule TO with the Securities and
Exchange Commission, and LaserCard will file a
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. The tender offer statement (including
an offer to purchase, a related letter of transmittal and other
offer documents) and the solicitation/recommendation statement will
contain important information that should be read carefully before
any decision is made with respect to the tender offer. These
materials will be sent free of charge to all stockholders of
LaserCard. In addition, all of these materials (and all other
materials filed by LaserCard with the Securities and Exchange
Commission) will be available at no charge from the Securities and
Exchange Commission through its website at http://www.sec.gov. Free
copies of the offer to purchase, the related letter of transmittal
and certain other offering documents may be obtained by directing
such requests to Alliance Advisors, the information agent for the
tender offer, at (973) 873-7710 for banks and brokers or (866)
329-8434 for stockholders and all others.
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