|
Viisage to Acquire Leading Iris Recognition Company SecuriMetrics,
Creating the Industry's Only U.S.-Based Finger, Face and Iris Multi-Modal
Biometric Offering
BILLERICA, Mass.---Feb. 6, 2006--Viisage Technology, Inc. (Nasdaq:VISG -
News) today announced that it has agreed to acquire privately-held
SecuriMetrics, Inc., the manufacturer of the world's only full-function
handheld iris recognition and multi-modal biometric devices, software
applications and services. With this acquisition, and the completion of the
pending Identix merger, Viisage will become the only U.S.-based manufacturer
of a full range of handheld and multi-modal biometric recognition solutions
encompassing iris, finger and face.
Under the terms of the transaction, Viisage will pay $28 million in cash,
net of the $2 million in cash on the acquired company's balance sheet. The
acquisition agreement provides SecuriMetrics shareholders with the
opportunity to earn up to an additional $13 million in consideration if key
performance thresholds and contingencies are reached, of which $11.5 million
would be paid in shares of Viisage common stock at a fixed price of $17.69
per share.
The cash portion of the purchase price is being funded from the initial $100
million investment that L-1 Investment Partners made in Viisage in 2005.
Robert V. LaPenta, Chairman of the Board of Viisage said, "Iris-based
recognition technologies are poised for growth as a highly accurate and
mobile option for biometric identification. SecuriMetrics has both a unique
set of products and services, as well as deep customer relationships at the
local, state, federal and international level."
Full Range of Iris Recognition Solutions
Iris recognition is a fast, accurate, and highly scalable biometric
recognition technology and is a strong complement to finger and face
recognition approaches. SecuriMetrics offers a full suite of hardware,
software and services required to capture, encode, transmit and establish
identity based on iris patterns. SecuriMetrics identity products are
particularly well-suited for harsh physical environments, offering a simple
to use and highly portable solution that is ideal for quickly and accurately
identifying individuals in handheld military applications and field
deployments.
SecuriMetrics offers the PIER (Portable Iris Enrollment & Recognition)
device that stores up to 200,000 individual iris images and can perform
searches and return results to an operator. Nearly 2,000 PIER devices are
deployed today throughout Iraq, Afghanistan, Pakistan, Cuba, Bosnia and
other areas of conflict. U.S. detention centers in Iraq and Afghanistan also
use this device to manage detainees. SecuriMetrics hardware and software
solutions are also used to secure physical assets (such as buildings and
bases), provide positive inmate identification, and screen for insurgents
against "watch lists."
Another major area of technology innovation in final testing today is the
HIIDE (Handheld Interagency Identity Detection Equipment), the first and
only portable multi-modal device in the world that will be capable of
collection and identification of subjects using iris, finger and face
recognitions.
"Our industry is ready for rapid expansion and this consolidation onto the
Viisage platform is just the catalyst needed to accelerate the deployment
and widespread use of iris recognition technologies," said Greg Peterson,
Founder and CEO of SecuriMetrics, Inc. "We are extremely excited about
collaborating on a shared vision to improve security through an advanced set
of identity solutions."
Customer Synergies at the Local, State, Federal and International Level
Similar to its use of Viisage products, the U.S. Government uses
SecuriMetrics products in support of national security and homeland defense
across various federal agencies.
"We believe that the use of biometrics in the War on Terror, specifically
iris recognition, could help prevent another 9/11 from happening," said
Lieutenant Colonel Kathy De Bolt, U.S. Army Battle Laboratory in Fort
Huachuca, AZ. "SecuriMetrics' handheld device allows flexibility of use on
the battlefield and provides a level of accuracy we have not seen before
with biometrics. If the use of these devices can save just one life, we will
have received benefit from our investment. Our goal is to use them to save
many lives and win the War on Terror."
In addition to military applications, integrated biometrics are of
particular importance for government initiatives, such as the U.S.
Registered Traveler program that allows air passengers greater conveniences
at airport security checkpoints in exchange for submitting to a background
check and providing personal biometric data.
Other opportunities exist for the combined company within state and local
law enforcement agencies, as well as public and private correctional
facilities.
"More and more organizations are requiring seamlessly integrated biometric
solutions -- finger, face and iris -- and this acquisition will solidify
Viisage as the new standard for identity solutions," said Bernard Bailey,
CEO of Viisage Technology. "Technological advances required to maintain this
high standard will continue, fueled by our development team that will
represent one of the most qualified and largest group of finger, face and
iris recognition experts in the world."
The transaction is expected to close by the end of February 2006 and is
subject to customary closing conditions. It is expected to add approximately
$15 million in revenue in 2006 and $3 million in EBITDA. Holders of a
majority of SecuriMetrics preferred and common stock have agreed to vote in
favor of the acquisition.
Viisage will hold a conference call for investors and the media today to
discuss this acquisition beginning at 11:30 a.m. EST. The dial-in number for
the call is 800-659-2037, confirmation code 79924314. Internationally,
please dial 617-614-2713, using the same confirmation code. To access a live
webcast, please go to the Investor Relations section at
www.Viisage.com at least 10 minutes
prior to the start of the call and follow the directions. A replay of the
webcast will be available on the Viisage Web site beginning one hour after
completion of the call.
EBITDA
Viisage uses EBITDA as a non-GAAP financial performance measurement. EBITDA
is calculated by adding back to net income (loss) interest, taxes,
depreciation and amortization. EBITDA is provided to investors to complement
results provided in accordance with GAAP, as management believes the
measures help illustrate underlying operating trends in the Company's
business and uses the measures to establish internal budgets and goals,
manage the business, and evaluate performance. EBITDA should not be
considered in isolation or as a substitute for comparable measures
calculated and presented in accordance with GAAP. Viisage has not provided a
quantitative reconciliation of EBITDA with projected net income (loss)
because such reconciliation cannot be provided without unreasonable efforts.
About Viisage Technology, Inc.
Viisage (NASDAQ: VISG) delivers advanced technology identity solutions for
governments, law enforcement agencies and businesses concerned with
enhancing security, reducing identity theft, and protecting personal
privacy. Viisage solutions include secure credentials such as passports and
drivers' licenses, biometric technologies for uniquely linking individuals
to those credentials, and credential authentication technologies to ensure
the documents are valid before individuals are allowed to cross borders,
gain access to finances, or granted other privileges. With over 3,000
installations worldwide, Viisage's identity solutions stand out as a result
of the Company's industry-leading technology and unique understanding of
customer needs. Viisage's product suite includes FaceTOOLS® SDK, Viisage
PROOF(TM), FaceEXPLORER®, iA-thenticate®, BorderGuard®, FacePASS(TM) and
FaceFINDER®.
This news release contains forward-looking statements that involve risks
and uncertainties. Forward-looking statements in this document and those
made from time to time by Viisage through its senior management are made
pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements reflect the Company's
current views with respect to the future events or financial performance
discussed in this release, based on management's beliefs and assumptions and
information currently available. When used, the words "believe",
"anticipate", "estimate", "project", "should", "expect", "plan", "assume"
and similar expressions that do not relate solely to historical matters
identify forward-looking statements. 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, in
particular, the size and timing of contract awards, performance on
contracts, performance of acquired companies, availability and cost of key
components, unanticipated results from audits of the financial results of
the Company and acquired companies, changing interpretations of generally
accepted accounting principles, outcomes of government reviews, developments
with respect to litigation to which we are a party, potential fluctuations
in quarterly results, dependence on large contracts and a limited number of
customers, lengthy sales and implementation cycles, market acceptance of new
or enhanced products and services, proprietary technology and changing
competitive conditions, system performance, management of growth, dependence
on key personnel, ability to obtain project financing, general economic and
political conditions and other factors affecting spending by customers, and
the unpredictable nature of working with government agencies. In addition,
such risks and uncertainties include, among others, the following risks:
that the merger with Identix will not close, that the regulatory or
shareholder approval will not be obtained, that the closing will be delayed,
that customers and partners will not react favorably to the merger,
integration risks, the risk that the combined companies may be unable to
achieve cost-cutting synergies, and other risks described in Viisage's and
Identix' Securities and Exchange Commission filings, including the
Registration Statement on Form S-4 to be filed with the SEC in connection
with the transaction, Viisage's Annual Report on Form 10-K for the year
ended December 31, 2004 and its Quarterly Reports on Form 10-Q for the
quarters ended April 3, 2005, July 3, 2005 and October 2, 2005 under the
captions "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," and Identix' Annual Report
on Form 10-K for the year ended June 30, 2005 and its Quarterly Report on
Form 10-Q for the quarter ended September 30, 2005 under the captions "Risk
Factors" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations." Viisage and Identix expressly disclaim any
obligation to update any forward-looking statements.
PIER and HIIDE are currently under review for trademark registration.
Additional Information and Where to Find It
Investors and security holders of both Viisage and Identix are advised to
read the joint proxy statement/prospectus regarding the business combination
transaction referred to in the material below, when it becomes available,
because it will contain important information. Viisage and Identix expect to
mail a joint proxy statement/prospectus about the transaction to their
respective stockholders. This joint proxy statement/prospectus will be filed
with the Securities and Exchange Commission by both companies. Investors and
security holders may obtain a free copy of the joint proxy
statement/prospectus and other documents filed by the companies at the
Securities and Exchange Commission's web site at
http://www.sec.gov. The joint proxy
statement/prospectus and such other documents may also be obtained from
Viisage or Identix by directing such requests to the companies.
Participants In Solicitation
Viisage, Identix and their respective directors and executive officers and
other members of management and employees may be deemed to be participants
in the solicitation of proxies in respect of the merger. Information
concerning Viisage's participants is set forth in the proxy statement dated,
November 21, 2005, for Viisage's special meeting of shareholders held on
December 16, 2005 as filed with the SEC on Schedule 14A. Information
concerning Identix' participants is set forth in the proxy statement, dated
October 6, 2005, for Identix' 2005 annual meeting of shareholders as filed
with the SEC on Schedule 14A. Additional information regarding the interests
of participants of Viisage and Identix in the solicitation of proxies in
respect of the merger will be included in the registration statement and
joint proxy statement/prospectus to be filed with the SEC.
Contact:
Viisage
Chad Crouch, 703-414-5474 (Office)
(Cell) 703-899-9017
ccrouch@Viisage.com
Source: Viisage Technology, Inc.
|
|
