ASSA ABLOY Successfully Completes Tender Offer for LaserCard Corporation and Announces Subsequent Offering Period
January 24 2011 - 6:00AM
Business Wire
ASSA ABLOY AB and LaserCard Corporation (NASDAQ: LCRD), today
announced the successful completion of ASSA ABLOY’s cash tender
offer by its wholly-owned subsidiary to acquire all outstanding
shares of LaserCard common stock for US$6.25 per share.
The initial offering period for the tender offer expired at
12:00 midnight (New York City Time) at the end of Friday, January
21, 2011. The depositary for the tender offer has advised ASSA
ABLOY that, as of the expiration of the offering period,
approximately 7.56 million shares of LaserCard common stock have
been tendered, including approximately 352 thousand shares tendered
under guaranteed delivery procedures, for US$6.25 per share. All
shares that were validly tendered and not withdrawn (excluding
shares tendered under guaranteed delivery procedures) have been
accepted for purchase, and ASSA ABLOY will promptly pay for all
such shares. The shares tendered and accepted for purchase
represent more than 50% but less than 90% of the outstanding shares
of LaserCard’s common stock. Shares validly tendered in
satisfaction of guaranteed delivery procedures will also be
accepted for payment and promptly paid for.
ASSA ABLOY also announced that it has commenced a subsequent
offering period to acquire all of the remaining untendered shares.
This subsequent offering period will expire at 5:00 p.m., New York
City time, on January 27, 2011, unless extended. During this
subsequent offering period, holders of shares of LaserCard common
stock who did not previously tender their shares in the offer may
do so, and ASSA ABLOY will promptly purchase any shares properly
tendered as such shares are tendered for the same consideration,
without interest, paid in the tender offer. Procedures for
tendering shares during the subsequent offer period are the same as
during the initial offering period with two exceptions:
(1) shares cannot be delivered by using the guaranteed
delivery procedure, and (2) pursuant to applicable law, shares
tendered during the subsequent offer period may not be withdrawn.
ASSA ABLOY reserves the right to further extend the subsequent
offering period in accordance with applicable law and the terms of
the merger agreement.
After expiration of the subsequent offering period, ASSA ABLOY
intends to complete its acquisition of LaserCard by means of a
merger under Delaware law. As a result of its purchase of shares in
the tender offer, ASSA ABLOY has sufficient voting power to approve
the merger without the affirmative vote of any other LaserCard
stockholder. As a result of such merger, LaserCard will become an
indirect wholly-owned subsidiary of ASSA ABLOY, and each share of
LaserCard’s outstanding common stock will be cancelled and (except
for shares held by LaserCard, ASSA ABLOY or by their wholly-owned
subsidiaries or by holders who properly exercise their appraisal
rights under Delaware law) will be converted into the right to
receive the same consideration, without interest, received by
holders who tendered shares in the tender offer.
If ASSA ABLOY owns at least 90% of the outstanding shares of
LaserCard common stock after the subsequent offering period, and,
if necessary, after ASSA ABLOY’s exercise of the top-up option
under the terms of the merger agreement, ASSA ABLOY will complete
its acquisition by means of a short-form merger under Delaware law
at the same price per share paid in the tender offer. Upon
completion of the merger, LaserCard will become an indirect
wholly-owned subsidiary of ASSA ABLOY, and LaserCard common stock
will cease to be traded on the Nasdaq Stock Market.
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 ASSA ABLOY 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.
For 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.
Important Additional Information Has
Been Filed with the Securities and Exchange Commission
(“SEC”)
This news release is neither an offer to purchase nor a
solicitation of an offer to sell shares of LaserCard’s common
stock. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE
TENDER OFFER STATEMENT AND THE SOLICITATION / RECOMMENDATION
STATEMENT, AS EACH HAS BEEN SUBSEQUENTLY AMENDED AND SUPPLEMENTED,
REGARDING THE TENDER OFFER BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. The tender offer statement and the
solicitation/recommendation statement were each initially filed
with the SEC on December 22, 2010. Investors and security holders
may obtain a free copy of these statements and other documents
filed by ASSA ABLOY’s wholly-owned subsidiary, American Alligator
Acquisition Corp., or LaserCard with the SEC at the website
maintained by the SEC at www.sec.gov. Free copies of the offer to
purchase, the related letter of transmittal and certain other
offering documents may be obtained 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.
Forward-Looking
Statements
This press release contains “forward-looking statements” that
involve significant risks and uncertainties. All statements other
than statements of historical fact are statements that could be
deemed forward-looking statements, including statements regarding
the ability to complete the transaction; any statements of
expectation or belief; and any statements of assumptions underlying
any of the foregoing. Investors and security holders are cautioned
not to place undue reliance on these forward-looking statements.
Actual results could differ materially from those currently
anticipated due to a number of risks and uncertainties. Risks and
uncertainties that could cause results to differ from expectations
include: uncertainties as to the timing of the tender offer and
merger; the possibility that various closing conditions for the
merger may not be satisfied or waived, including that a
governmental entity may prohibit, delay or refuse to grant approval
for the consummation of the merger; and other risks and
uncertainties discussed in the tender offer documents, as amended
and supplemented, filed by American Alligator Acquisition Corp.
with the Securities and Exchange Commission and the Solicitation /
Recommendation Statement, as amended and supplemented, filed by
LaserCard. Neither ASSA ABLOY nor LaserCard undertakes any
obligation to update any forward-looking statements as a result of
new information, future developments or otherwise.
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