LaserCard Corporation to be Acquired by ASSA ABLOY
LaserCard to join the HID Global business unit to expand solutions
for the Secure Identity Market
MOUNTAINVIEW, Calif. December 20, 2010 LaserCard Corporation (NASDAQ:LCRD), a leading provider of secure ID solutions,today announced that the company has entered into a definitive agreement to beacquired by ASSA ABLOY AB, at a price of $6.25 pershare through a cash tender offer. The total transaction value is approximately $80 million. Thisper share price represents a premium of approximately 38% over the closingprice of LaserCard shares on December 17, 2010 and a premium of 42% overthe 20-day average of closing prices. LaserCard will become part of ASSAABLOYs HID Global business with LaserCards secure identity products,solutions and services complementing HID Globals identity solution offering.
The secureidentity markets are rapidly growing and the need for enhanced security isdriving increased sophistication in identity credentials and systems, saidRobert T. DeVincenzi, president and CEO of LaserCard. LaserCard is pleased toadd its capabilities to the expanding portfolio of customer solutions that HIDGlobal is offering to the market.
Under the terms of the definitiveacquisition agreement, a subsidiary of ASSA ABLOY will commence a cash tenderoffer to acquire LaserCards outstanding shares of common stock at $6.25 pershare, net to each holder in cash. Upon satisfaction of the conditions to thetender offer and after such time as all shares tendered in the tender offer areaccepted for payment, the agreement provides for the parties to effect, subjectto customary closing conditions, a merger to be completed following completionof the tender offer which would result in all shares not tendered in the tenderoffer being converted into the right to receive $6.25 per share in cash. Thetransaction is subject to customary closing conditions, including the tender ofa majority of the outstanding shares of LaserCards common stock based on thenumber of shares outstanding, including certain options, and is expected toclose in LaserCards fiscal fourth quarter, ending April 1, 2011. No approvalof the stockholders of ASSA ABLOY or its subsidiaries is required in connectionwith the proposed transaction. Thetransaction is not subject to a financing condition. Terms of the acquisition agreement were unanimously approvedby the board of directors of LaserCard.
Imperial Capital LLC acted as exclusive financial adviserto LaserCard. O'Melveny &Myers LLP acted as counsel to LaserCard.
About LaserCardCorporation
LaserCard Corporation, together with its subsidiaries, is aleading provider of secure ID solutions to governments and commercial clientsworldwide. It develops, manufactures, and integrates LaserCard® optical securitymedia cards, encoders, peripherals, smart and specialty cards, biometrics, andmodular software. The companys cards and systems are used in variousapplications, including citizen identification, border security, governmentservice delivery and facility access. For further information, please visit
www.lasercard.com
Forward Looking Statements
This release containsforward-looking statements based on current expectations or beliefs, as well asa number of assumptions about future events, and these statements are subjectto factors and uncertainties that could cause actual results to differmaterially from those described in the forward-looking statements. The readeris 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 ofuncertainties and other factors, many of which are outside the control of ASSAABLOY and LaserCard. The forward-looking statements in this document address avariety of subjects including, for example, the expected date of closing of theacquisition. The following factors, among others, could cause actual results todiffer materially from those described in these forward-looking statements: theunsuccessful completion of the tender offer; matters arising in connection withthe parties efforts to comply with and satisfy applicable regulatory approvalsand closing conditions relating to the transaction; increased competition andtechnological changes in the industries in which ASSA ABLOY's HID Globalbusiness and LaserCard compete and other events that could negatively impactthe completion of the transaction, including industry, economic or politicalconditions outside of our control.
ImportantInformation Will Be Filed with the SEC
News Source : LaserCard Corporation to be Acquired by ASSA ABLOY
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