ASSA ABLOY Extends Subsequent Offering Period of Tender Offer for Shares of LaserCard Corporation
January 28 2011 - 6:00AM
Business Wire
ASSA ABLOY AB and LaserCard Corporation (NASDAQ:LCRD), today
announced that ASSA ABLOY is extending the subsequent offering
period of the cash tender offer by its wholly-owned subsidiary to
acquire all outstanding shares of LaserCard common stock for
US$6.25 per share until 5:00 p.m., New York City time, on
Wednesday, February 2, 2011.
The subsequent offering period had been previously scheduled to
expire at 5:00 p.m., New York City time, on January 27, 2011.
According to the depositary for the offer, a total of approximately
9.025 million shares (representing approximately 72.8% of the
outstanding shares), had been tendered prior to such time. During
this extension of the subsequent offering period, shares of
LaserCard will be accepted and promptly paid for as they are
tendered for the same consideration, without interest, paid in the
tender offer.
Payment for shares that are not tendered by such date may be
delayed, as described below.
As a result of the shares tendered to date, ASSA ABLOY has
sufficient voting power to consummate the subsequent acquisition
transaction to acquire all common stock not tendered in the offer
without any further action by, or the affirmative vote of, any
other stockholders of LaserCard. The subsequent offering period,
however, enables holders who did not tender during the initial
offering period to participate in the offer and receive their $6.25
per share offer price promptly after such shares are tendered,
rather than waiting until the completion of the subsequent
acquisition transaction described in the offer to purchase.
If ASSA ABLOY owns at least 90% of the outstanding shares of
LaserCard common stock (inclusive of the top-up option), ASSA ABLOY
will complete its acquisition by means of a short-form merger under
Delaware law promptly thereafter. If ASSA ABLOY does not obtain at
least 90% of such shares, ASSA ABLOY anticipates that the
subsequent acquisition transaction to acquire the remaining shares
would not close until March 2011 or later. In that scenario,
holders that do not tender their shares prior to next Wednesday’s
deadline would not receive cash consideration from ASSA ABLOY
pursuant to the terms of the acquisition transaction until March
2011 or later.
Regardless of whether a short-form merger or a subsequent
acquisition transaction is undertaken, 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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