Securities and Exchange Commission Declares Form S-4 Registration/Proxy Statement Effective for the Proposed Merger Between Vii
July 27 2006 - 6:06PM
Business Wire
Viisage Technology, Inc. (NASDAQ: VISG) and Identix Incorporated
(NASDAQ: IDNX) announced today that the Securities and Exchange
Commission has declared effective the Form S-4 Registration
Statement containing the joint proxy statement/prospectus relating
to their proposed merger. Stockholders of record for each Company
as of June 30, 2006 will be mailed the joint proxy
statement/prospectus commencing on Tuesday, August 1, 2006 and are
entitled to vote at their respective company stockholder meetings
on August 29, 2006. The merger is expected to close on August 29,
2006, subject to customary closing conditions, including requisite
approvals by the stockholders of both companies. "With the
effectiveness of the S-4, we are one step closer to creating the
industry's most powerful and effective identity solutions entity in
the market and we are eager to begin the next phase of our
company's evolution," said Bob LaPenta, Chairman of the Board of
Viisage and Founder and CEO of L-1 Investment Partners. "Together
with the series of recent completed and pending acquisitions, most
notably in the iris recognition space with SecuriMetrics and
Iridian Technologies, our company is ideally positioned as the
premier provider of multi-modal biometric solutions. Steady
improvements in cost and performance of biometric solutions have
propelled the market forward, with fingerprinting, face recognition
and iris scanning being rapidly adopted over traditional security
approaches by government entities, law enforcement, IT security,
immigration, healthcare and financial services." The stockholder
meetings for both Viisage and Identix are scheduled on August 29,
2006. The Viisage stockholders meeting will be held at 11:00 am EST
at the Hyatt Regency Hotel, located at 1800 East Putnam Avenue in
Old Greenwich, CT. The Identix stockholders meeting will be held at
10:00 am CST at the Sheraton Bloomington Hotel, Minneapolis South,
7800 Normandale Boulevard, Minneapolis, MN. The parties expect to
close the proposed merger transaction soon after the special
stockholder meetings and receipt of the requisite stockholder
approvals. About Viisage Technology, Inc. Viisage 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 be granted other privileges.
With more than 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 IdentityTOOLS(TM) SDK, Viisage PROOF(TM),
FaceEXPLORER(R), iA-thenticate(R), ID-GUARD(R), BorderGuard(R),
PIER(TM), HIIDE(TM), AutoTest(TM), FacePASS(TM) and FaceFINDER(R).
About Identix Incorporated Identix Incorporated (Nasdaq:IDNX) is
the world's leading multi-biometric technology company. Identix
provides fingerprint, facial and skin biometric technologies, as
well as systems, and critical system components that empower the
identification of individuals in large-scale ID and ID management
programs. The Company's offerings include live scan systems and
services for biometric data capture, mobile systems for on-the-spot
ID, and backend standards-based modules and software components for
biometric matching and data mining. Identix products are used to
conduct background checks, speed travel and commerce via secure
identification documents, prevent identity fraud in large-scale
government and civil ID programs, and control access to secure
areas and networks. With a global network of partners, such as
leading system integrators, defense prime contractors and OEMs,
Identix serves a broad range of markets including government, law
enforcement, gaming, finance, travel, transportation, corporate
enterprise and healthcare. More information on Identix can be
accessed via the Company web site at http://www.identix.com Forward
Looking Statements 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, 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 requisite Iridian shareholder approval will
not be obtained, or that the pending Iridian acquisition will not
close or otherwise be delayed, that the merger with Identix will
not close, that 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 filed with the SEC in connection with the transaction,
Viisage's Annual Report on Form 10-K for the year ended December
31, 2005 and its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2006 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 Reports on Form 10-Q
for the quarters ended September 30, 2005, December 31, 2005 and
March 31, 2006 under the captions "Risk Factors" and "Management's
Discussion and Analysis of Financial Condition and Results of
Operations." Viisage expressly disclaims any obligation to update
any forward-looking statements 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 because it will contain important information. Viisage and
Identix expect to mail a joint proxy statement/prospectus about the
transaction to their respective stockholders on or about August 1,
2006. This joint proxy statement/prospectus has been 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 Identix or Viisage 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 is included in the registration statement and joint
proxy statement/prospectus filed with the SEC.
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