L-1 Identity Solutions Inc., a provider of biometric solutions and services, says it will acquire Ontario, Canada-based Bioscrypt Inc. in a stock-for-stock transaction worth $44.4 million.
Under the terms of the definitive agreement, L-1 will buy Bioscrypt shares for 55 Canadian cents (55.5 U.S. cents) per share for a total purchase price of $44 million Canadian ($44.4 million U.S.).
The number of L-1 shares to be issued in payment of the purchase price will be based on the average closing price of L-1 shares on the New York Stock Exchange for the 20 trading days ending five trading days prior to the closing date of deal. L-1 estimates it will issue about 2.5 million shares.
Additionally, L-1 will assume outstanding Bioscrypt stock options not exercised at the close of the acquisition, which is expected in the first quarter of 2008.
L-1 said it plans to buy back between 500,000 and 750,000 shares in connection with the transaction.
Bioscrypt has over 400 global customers and an installed base of over 260,000 access control units with customers including Kronos, Honeywell, Lenel and ADI.
The acquisition, which is subject to customary closing conditions, including regulatory and shareholder approval, will add new technological capabilities to L-1’s portfolio, including three-dimensional facial recognition, the company says.
Bioscrypt’s board has unanimously recommended company shareholders vote to approve the deal.
After the acquisition, Bioscrypt will become an L-1 subsidiary and operate from its current location.