Appoints Kirsten Newquist as President to lead
Identiv’s IoT Solutions Business
Proceeds from Transaction Intended to Fund
Future Growth and Value Creation of Identiv’s IoT Solutions
Business
Combination of Identiv’s Security Businesses
with European Security Solutions Leader Vitaprotech to Create
Global High Security Leader
Transaction Expected to Close in Q3 FY 2024,
Subject to Approvals
Identiv, Inc. (NASDAQ: INVE), a global digital
security and identification leader in the Internet of Things (IoT),
has entered into a definitive asset purchase agreement to sell its
physical security, access card, and identity reader operations and
assets to Vitaprotech, a security solutions provider. The proceeds
from the sale will significantly strengthen Identiv’s financial
position, generating capital to fund future organic and inorganic
growth of its specialty IoT solutions business.
Under the terms of the agreement, Identiv will receive a cash
payment of $145 million upon closing of the transaction, subject to
customary adjustments. Identiv, Inc. will remain a publicly listed
company on the Nasdaq stock exchange under the ticker symbol
“INVE.”
Aligned with this strategic direction, Identiv announced the
appointment of Kirsten Newquist as President, IoT Solutions,
effective April 15, 2024. Ms. Newquist is a seasoned business
leader with over 25 years’ experience in strategy, product
management, business development, and global sales and marketing.
She will join Identiv after 17 years at Avery Dennison Corporation.
She was most recently Global Vice President, Avery Dennison
Smartrac, and previously held other leadership roles including the
VP/GM of Avery Dennison Medical.
“The Board has successfully concluded its strategic alternatives
review with an outcome that we strongly believe is beneficial for
all stakeholders,” said James Ousley, Chairman of the Board. “We
said at the beginning of this process that we felt each of our
business units would benefit from additional resources and
management focus to achieve their full potential. We feel this
transaction accomplishes both and provides excellent value creation
paths for both businesses. Identiv’s IoT solutions business
opportunity is vast, high growth, and high value-add where we
believe we can establish market leadership. We expect to refocus
our growth strategy with a particular focus on healthcare-related
segments and other high value-add opportunities for which we
believe our technology can be both differentiated and
transformational.”
“We are thrilled that Kirsten will be joining our executive
leadership team,” added Mr. Ousley. “Her prior experience working
with healthcare companies and other value-add industries to deploy
innovative and impactful IoT solutions is ideal for leading
Identiv’s post-transaction organic and inorganic growth
strategies.”
As the healthcare industry and its providers advance their
digital transformations, Identiv’s aim is to ensure that its
technology and core competencies become an integral and critical
component of their journey, delivering a compelling value
proposition for patients, physicians, providers, and payors, and
addressing the critical unmet needs in healthcare around data
science, compliance, utilization, effectiveness, and
efficiency.
Michael Kellen and Andrew Gundlach, co-CEOs of Bleichroeder LP,
Identiv’s largest stockholder, said, “We believe that Identiv's
Board has taken the right strategic step to maximize the company's
opportunity to build the leading company in specialty IoT solutions
with a particular focus in healthcare. We view this as an
opportunity to generate substantial value for stockholders,
combining the existing strengths of the current RFID business with
world-class IoT industry and healthcare-focused leadership and the
capital to actualize their vision.”
“This is a game-changing transaction for the future of Identiv
that we believe is an excellent outcome for our stockholders,
employees, customers, and partners,” said Steven Humphreys, CEO of
Identiv. “Our globally recognized security business naturally
aligns with Vitaprotech’s strategy and vision for the market,
creating a world leader in enterprise security. This strategic step
is extremely positive for our IoT business, with the capital,
leadership, team, and industry position to lead in our
markets.”
The transaction is expected to close in the third quarter of
2024, subject to stockholder approval and other customary closing
conditions. The transaction is also subject to review and approval
by the Committee on Foreign Investment in the United States (CFIUS)
and the Federal Trade Commission under the Hart-Scott-Rodino (HSR)
Act. Upon closing, certain senior executives will join Vitaprotech,
including Identiv CEO Steven Humphreys, at which time incoming
President Kirsten Newquist will assume the role of CEO of
Identiv.
Imperial Capital LLC is serving as financial advisor and
Pillsbury Winthrop Shaw Pittman LLP is serving as legal counsel to
Identiv. Craig-Hallum Capital Group delivered a fairness opinion to
Identiv’s board of directors in connection with the
transaction.
Conference Call
Identiv management will hold a conference call today, April 3,
2024, at 8:30 a.m. EDT (5:30 a.m. PDT) to discuss the transaction
and Identiv’s post-closing business.
Toll-Free: 888-506-0062 International Number: 973-528-0011 Call
ID: 532716 Webcast link: Register and Join
The teleconference replay will be available through April 17,
2024, by dialing 877-481-4010 (Toll-Free Replay Number) or
919-882-2331 (International Replay Number) and entering passcode
50319.
About Identiv
Identiv, Inc. is a global leader in digitally securing the
physical world. Identiv's platform encompasses RFID and NFC,
cybersecurity, and the full spectrum of physical access, video, and
audio security.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are those involving future events
and future results that are based on current expectations as well
as the current beliefs and assumptions of management of Identiv and
can be identified by words such as “anticipate,” “believe,”
“continue,” “plan,” “will,” “intend,” “expect,” “outlook,” and
similar references to the future. Any statement that is not a
historical fact, including statements regarding: Identiv’s
strategy, opportunities, focus and goals; Identiv’s beliefs
regarding its competitive position in the markets and industries in
which it operates; expected benefits of the transaction to Identiv,
its stockholders, employees, customers and partners; expected
amount and use of proceeds from the transaction; the terms and
conditions related to the transaction, including regulatory
approvals; the timing of the closing of the transaction;
expectations with respect to the change in management following the
completion of the transaction, including expected benefits thereof;
and the belief that this transaction provides excellent value
creation path for both businesses. Forward-looking statements are
only predictions and are subject to a number of risks and
uncertainties, many of which are outside Identiv’s control, which
could cause actual results to differ materially and adversely from
those expressed in any forward-looking statements. Factors that
could cause actual results to differ materially from those in the
forward-looking statements include, but are not limited to: the
risk that the conditions to the closing of the transaction are not
satisfied, including the risk that required approvals from
Identiv’s stockholders or regulatory approvals are not obtained;
the occurrence of any event, change or other circumstances that
could give rise to the termination of the agreement; potential
litigation relating to the transaction and the effects of any
outcome related thereto; the ability of each party to consummate
the transaction on a timely basis, or at all; the failure of the
transaction to close for any reason; any purchase price adjustments
to the amount of proceeds from the transaction; risks that the
transaction disrupts current business, plans and operations of
Identiv or its business prospects; diversion of management’s
attention from Identiv’s ongoing business; the ability of Identiv
to retain and hire key personnel; the effect of the change in
management following the completion of the transaction; competitive
responses to the transaction; costs, fees or expenses resulting
from the transaction; potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the transaction; Identiv’s ability to continue the
momentum in its business; Identiv’s ability to successfully execute
its business strategy; Identiv’s ability to satisfy customer demand
and expectations; the loss of customers, suppliers or partners; the
success of Identiv’s products and strategic partnerships; industry
trends and seasonality; the impact of macroeconomic conditions and
customer demand, inflation and increases in prices; and the other
factors discussed in its periodic reports, including its Annual
Report on Form 10-K for the year ended December 31, 2023, and
subsequent reports filed with the U.S. Securities and Exchange
Commission (the “SEC”). All forward-looking statements are based on
information available to Identiv on the date of this press release,
and Identiv assumes no obligation to update such statements.
Additional Information and Where to
Find It
Identiv intends to file with the SEC a proxy statement on
Schedule 14A with respect to its solicitation of proxies for
approval of the transaction (the “Proxy Statement”). INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING
ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY IDENTIV AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME
AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and
security holders may obtain copies of these documents and other
documents filed with the SEC by Identiv free of charge through the
website maintained by the SEC at www.sec.gov. Copies of the
documents filed by Identiv are also available free of charge in the
“Investors—Financials” section of Identiv’s website at
identiv.com/investors/financials.
Participants in the
Solicitation
Identiv, its directors, director nominees, certain of its
officers, and other members of management and employees (as set
forth below) are or may be deemed to be “participants” (each a
“Participant” and collectively, the “Participants”) in the
solicitation of proxies from stockholders of Identiv in connection
with the transactions contemplated by the agreement.
Information about Identiv’s executive officers and directors,
including compensation, is set forth in the sections entitled
“Election of Directions,” “Executive Compensation,” including
“Executive Compensation—Compensation Discussion and Analysis,” and
“Corporate Governance—Compensation of Directors” of Identiv’s
definitive proxy statement for its 2023 Annual Meeting of
Stockholders, filed with the SEC on April 28, 2023 (the “2023 Proxy
Statement”), as well as its Current Reports on Form 8-K filed with
the SEC on April 13, 2023 and October 11, 2023.
As of March 31, 2024, each Participant, other than Gary Kremen
and James E. Ousley, set forth below beneficially owned less than
1% of Identiv’s issued and outstanding common stock. Information
about the ownership of common stock by Identiv’s executive officers
and directors is set forth in the section entitled “Security
Ownership of Certain Beneficial Owners and Management” of the 2023
Proxy Statement. To the extent holdings by the directors and
executive officers of Identiv securities reported in the 2023 Proxy
Statement have changed, such changes have been reflected in Form 4s
filed with the SEC as set forth next to such executive officer’s or
director’s name below. Any further changes will be reflected in
Forms 3, 4 or 5 to be filed with the SEC, as well as the section
entitled “Security Ownership of Certain Beneficial Owners and
Management” of Identiv’s definitive Proxy Statement, and other
materials to be filed with the SEC. All these documents are or will
be available free of charge at the SEC’s website at www.sec.gov and
in the “Investors—Financials” section of Identiv’s website at
identiv.com/investors/financials.
Directors*^
Security Ownership
of Directors
Certain Officers and Other
Employees*
Security Ownership of
Executive Officers
Laura Angelini
Form 4 filed on August 2, 2023.
Steven Humphreys (Chief Executive Officer
and Director)
Form 4s filed on May 2, 2023, May 10,
2023, May 11, 2023, May 15, 2023, June 2, 2023, July 5, 2023,
August 2, 2023, September 1, 2023, October 2, 2023, November 2,
2023, December 1, 2023, January 2, 2024, February 1, 2024, March 1,
2024, and April 1, 2024.
Gary Kremen
Form 4 filed on August 2, 2023.
Justin Scarpulla (Chief Financial Officer
and Secretary)
N/A
Richard E. Kuntz, M.D.
Form 4 filed on August 2, 2023.
James E. Ousley
Form 4 filed on August 2, 2023.
* The business address is 2201 Walnut Avenue, Suite 100,
Fremont, California 94538. ^ Excludes Steven Humphreys, Identiv’s
Chief Executive Officer, who is listed under “Certain Officers and
Other Employees.”
In addition, each of Bleichroeder LP and Bleichroeder Holdings
LLC (together, “Bleichroeder”) is or may be deemed to be a
“participant” in the solicitation of proxies from stockholders of
Identiv in connection with the transactions contemplated by the
agreement. Information about the ownership of securities of
Bleichroeder is set forth in the section entitled “Security
Ownership of Certain Beneficial Owners and Management” of the 2023
Proxy Statement and Amendment No. 1 to the Schedule 13D filed by
Bleichroeder on October 23, 2023. Any further changes will be
reflected in the section entitled “Security Ownership of Certain
Beneficial Owners and Management” of Identiv’s definitive Proxy
Statement, and other materials to be filed with the SEC.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240403250358/en/
Investor Relations and Media Contact: Sophie Pearson
Director of Investor Relations +1 949-250-8888 IR@identiv.com
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