21 Dec 2010
ASSA ABLOY signs agreement to acquire LaserCard Corporation
ASSA ABLOY has entered into
a definitive agreement to acquire LaserCard Corporation, a
NASDAQ-listed company (LCRD) and a leading provider of secure ID
solutions to governments and commercial clients around the
world.
LaserCard's unique portfolio of card products,
services, and solutions for complex ID management are used by 400
customers in 44 nations. The company's strength is in its propriety
knowhow and highly differentiated secure credential technologies
used for citizen identification, border security, government
service delivery, and facility access applications.
LaserCard is based in California and also has
offices in Rastede and Ratingen in Germany, employs 182 people and
had a turnover of USD 59 M for 2009.
The offered price amounts to approximately USD 80
M with an offered share price of USD 6.25 per share, net to the
seller in cash without interest, representing a premium of
approximately 42 percent over LaserCard's average closing share price during the past 20
trading days ended December 17,
2010.
Under the terms of the merger agreement, a
wholly-owned subsidiary of ASSA ABLOY AB will commence a tender
offer to acquire all of the outstanding shares of LaserCard common
stock. The offer is expected to commence on December 22, 2010 and
will expire at the end of the day on Friday, January 21, 2011,
unless extended in accordance with the terms of the merger
agreement and the applicable rules and regulations of the U.S.
Securities and Exchange Commission ("SEC").
The tender offer will be conditioned upon, among
other things, greater than fifty percent of LaserCard's outstanding
shares being tendered in the offer based on the number of shares
outstanding, including certain options. The transaction is expected
to be completed during the first quarter of 2011.
"I am very happy to welcome LaserCard to the ASSA
ABLOY Group. LaserCard is one important step in a rapidly
converging market and will give us valuable knowledge, capabilities
and growth opportunities" said Johan Molin, President and CEO of
ASSA ABLOY.
"I welcome LaserCard and its employees to our
Group. Together with HID, Fargo and recently acquired
ActivIdentity, this acquisition creates a comprehensive set of
secure credentialing capabilities for government issued ID programs
and a unique platform of technology and knowhow for future
development of eGovernment solutions" said Denis Hébert,
Executive Vice President ASSA ABLOY and Head of business unit HID
Global.
The acquisition is estimated to be neutral to
earnings per share in 2011.
For more information please
contact:
Johan Molin, President and CEO, Tel: +46 8-506 485 42
Tomas Eliasson, CFO, Tel: +46 8-506 485 72
ASSA ABLOY may be required to
disclose the information provided herein pursuant to the Swedish
Securities Markets Act. The information was submitted for
publication at 01.00 CET on 21 December, 2010.
About ASSA
ABLOY
ASSA ABLOY is a leader in door opening solutions,
dedicated to satisfying end-user needs for security, safety and
convenience.
ASSA ABLOY is represented all over the world, on
both mature and emerging markets, with strong positions in much of
Europe and North America and in Asia. In the fast-growing
electromechanical security segment, the Group has a strong position
in areas such as access control, identification technology, door
automation and hotel security.
Since its founding in 1994, ASSA ABLOY has grown
from a regional company to an international group with 37,000
employees.
In 2009, ASSA ABLOY's turnover amounted to
approximately SEK 35 billion and the operating profit amounted to
approximately SEK 5.4 billion. ASSA ABLOY has a market
capitalization of approximately SEK 73 billion and is listed on
NASDAQ OMX Stockholm, Large Cap.
Fore more information visit www.assaabloy.com.
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, multi-technology 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.
LaserCard is based in California and also has
offices in Rastede and Ratingen in Germany, employs 182 people and
had a turnover of USD 59 M for 2009.
Important
Information
This press release (this
"Release") relates to a planned tender offer by American Alligator
Acquisition Corp. ("Purchaser"), a wholly owned subsidiary of ASSA
ABLOY Inc. ("ASSA ABLOY America"), a wholly owned subsidiary of
ASSA ABLOY AB ("ASSA ABLOY") for all shares of outstanding common
stock of LaserCard Corporation ("LaserCard"), to be commenced
pursuant to an Agreement and Plan of Merger, dated as of December
20, 2010, by and among ASSA ABLOY America, the Purchaser and
LaserCard.
The tender offer referred to in
this Release has not yet commenced. This Release is neither an
offer to purchase nor a solicitation of an offer to sell any shares
of LaserCard. The solicitation and the offer to buy shares of
LaserCard common stock will be made pursuant to an offer to
purchase and related materials that ASSA ABLOY, ASSA ABLOY America
and Purchaser intend to file with the U.S. Securities and Exchange
Commission (the "SEC"). At the time the tender offer is commenced,
ASSA ABLOY, ASSA ABLOY America and Purchaser intend to file a
Tender Offer Statement on Schedule TO containing an offer to
purchase, forms of letters of transmittal and other documents
relating to the tender offer, and LaserCard intends to file a
Tender Offer Solicitation/Recommendation Statement on Schedule
14D-9 with respect to the tender offer. ASSA ABLOY, ASSA ABLOY
America, Purchaser and LaserCard also intend to mail these
documents to the stockholders of LaserCard. These documents will
contain important information about the tender offer, and
stockholders of LaserCard are urged to read them carefully when
they become available.
Investors and stockholders of
LaserCard will be able to obtain a free copy of the Tender Offer
Statement, the Tender Offer Solicitation/Recommendation Statement
(when they become available) and other documents filed by ASSA
ABLOY, ASSA ABLOY America, Purchaser and LaserCard with the SEC at
the website maintained by the SEC at www.sec.gov. In
addition, copies of these documents and related materials may
be obtained for free (when they become
available) 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, or to LaserCard by
contacting Robert DeVincenzi, President and
CEO, at 1+ ( 650) 335-4301 or Steve Larson, CFO, Tel: 1+ (650)
335-4349 x307.
Forward-Looking Statements
This document 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 and the potential benefits of the merger. The
following factors, among others, could cause actual results to
differ materially from those described in theseforward-looking statements: the risk that LaserCard's
business will not be successfully integrated with ASSA ABLOY's HID
Global's business; costs associated with the merger; 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.
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