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8-K - FORM 8-K - L-1 IDENTITY SOLUTIONS, INC. | y04507e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CONTACT:
Doni Fordyce
L-1 Identity Solutions
203-504-1109
dfordyce@L1ID.com
L-1 Identity Solutions
203-504-1109
dfordyce@L1ID.com
L-1 Identity Solutions Stockholders Vote to Approve the Merger with Safran SA
STAMFORD, CT. February 3, 2011 L-1 Identity Solutions, Inc. (NYSE:ID), a leading provider
of identity solutions and services, today announced that its stockholders have approved the
previously announced merger transaction with Safran SA. The L-1 shareholder approval of the
transaction was one of the conditions to completing the Safran merger. Having received L-1
shareholder approval and notification from the Federal Trade Commission that the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the
merger has terminated, completion of the merger remains subject to approval by the Committee on
Foreign Investment in the United States (CFIUS), completion of the previously announced sale of the
L-1 intelligence services businesses to BAE Systems Information Solutions Inc. (BAE Systems) and
the satisfaction or waiver of other customary conditions.
Approval of the proposal to adopt the previously announced Agreement and Plan of Merger dated
September 19, 2010 with Safran SA, and the acquisition via merger of L-1 by Safran contemplated
thereby, required the affirmative vote of the holders of a majority of the outstanding shares of
L-1s common stock. Approximately 99 percent of the shares voting at todays special meeting of
stockholders voted in favor of the proposal, which represented approximately 70 percent of the
total outstanding shares of L-1 common stock as of December 27, 2010 (the record date for the
special meeting).
Under the terms of the Merger Agreement, L-1 stockholders will be entitled to receive $12.00 per
share in cash upon closing of the Safran merger, for an aggregate enterprise value of approximately
$1.6 billion, inclusive of outstanding debt.
L-1 continues to expect the Safran merger to close during the first quarter of 2011, subject to the
timing of the CFIUS process in respect of the Safran merger and completion of the BAE Systems
transaction, and assuming satisfaction or waiver of all other applicable conditions. L-1 continues
to expect the BAE Systems transaction to close during the first quarter of 2011, subject to the
receipt of confirmation of a planned contract novation from a U.S. government customer and assuming
satisfaction or waiver of all other applicable conditions.
About L-1 Identity Solutions
L-1 Identity Solutions, Inc. (NYSE: ID) protects and secures personal identities and assets. Its
divisions include Biometrics / Enterprise Access and Secure Credentialing solutions, as
well as Enrollment and Government Consulting services. With the trust and confidence in individual
identities provided by L-1, international governments, federal and state agencies, law enforcement
and commercial businesses can better guard the public against global terrorism, crime and identity
theft fostered by fraudulent identity. L-1 Identity Solutions has more than 2,200 employees
worldwide and is headquartered in Stamford, CT. For more information, visit www.L1ID.com.
Forward Looking Statements
This news release contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and reflect the Companys current views based on
managements beliefs and assumptions and information currently available. Forward-looking
statements concerning future plans or results are necessarily only estimates, and actual results
could differ materially from expectations. Certain factors that could cause or contribute to such
differences include, among other things, the availability of customer funding for L-1 products and
solutions, general economic and political conditions, the timing of consummating the previously
announced proposed transactions with BAE Systems and Safran, the risk that a condition to closing
such transactions may not be satisfied or waived, the risk that a regulatory approval that may be
required for such transactions is not obtained or is obtained subject to conditions that are not
anticipated, the ability of the Company to successfully refinance or amend its credit agreement on
a timely basis if required, and additional risks and uncertainties described in the Securities and
Exchange Commission filings of L-1 Identity Solutions, including its Form 10-K for the year ended
December 31, 2009 its Form 10-Q for the quarter ended September 30, 2010 and the Form 8-K filed on
November 17, 2010. L-1 Identity Solutions expressly disclaims any intention or obligation to update
any forward-looking statements.
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