Security Magazine Publisher Mark McCourt just told Zalud’s Blog that L-1 Identity Solutions, Inc. has entered into a definitive agreement with Bioscrypt to acquire all outstanding Bioscrypt shares in a stock-for-stock transaction. The acquisition reinforces L-1's strategic vision to expand its market leadership into physical and logical access control. Furthermore, it dramatically increases the company's presence in complementary commercial markets, including transportation, banking / finance and healthcare.
Under the terms of the definitive agreement, L-1 will purchase Bioscrypt shares for C$0.55 per share, representing a total purchase price of approximately C$44.0 million. Subject to certain conditions, the number of L-1 shares to be issued in payment of the purchase price for the Bioscrypt shares is 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 the acquisition. L-1 estimates that it will issue approximately 2.5 million shares in connection with the acquisition. Under the definitive agreement, the maximum number of L-1 shares that can be issued is 2.6 million shares. In addition, L-1 will assume outstanding Bioscrypt stock options that are not exercised prior to the effective time of the acquisition. Additional terms of the transaction will be more fully described in the management proxy circular to be mailed by Bioscrypt to its security holders in connection with a special meeting of its security holders. Today, following announcement of the Bioscrypt transaction, L-1 intends to acquire approximately 500K-750K shares of L-1 common stock in an arranged transaction.