After the merger, the new company will aim to combine technologies from both Viisage and Identix to create a single platform for multi-modal finger, face, skin and imaging identity systems. These technologies will support multiple identity programs including visa and passport issuance, border control and security, voting program integrity, secure logical access for enterprise and government and of government-related access card requirements.
Under the terms of the transaction, Identix shareholders will receive a fixed exchange ratio of 0.473 newly issued shares of Viisage stock for each share of Identix stock.
Upon completion of the transaction, current Identix shareholders will own approximately 59 percent of the combined company and current Viisage shareholders will own approximately 41 percent of the combined company. The combined company's board of directors will consist of 12 individuals, with seven of the members designated by Viisage and affiliates and five designated by Identix. The headquarters of the combined company will be in Stamford, Conn. In addition, certain affiliates of both Viisage and Identix have agreed to vote their shares in favor of the merger.
Following the close of the transaction, the company expects to evaluate alternatives for repurchasing outstanding shares, including the potential issuance of convertible debt.
Upon completion of the merger, Robert LaPenta, Viisage's chairman, will become chairman and chief executive officer of the combined company. LaPenta is the chairman, CEO and founder of L-1 Investment Partners, chairman of the board of Viisage and former president, chief financial officer and co-founder of L-3 Communications. Dr. Joseph J. Atick, currently chief executive officer of Identix, will become vice chairman of the combined company's board of directors and chief strategic officer.
The combined company, on a pro-forma calendar 2006 basis, is expected to have sales revenues of approximately $220 million and EBITDA of at least $40 million, including "synergies and operating efficiencies".
The transaction is expected to close in the second calendar quarter of 2006 and is subject to customary regulatory approvals and other closing conditions, including approval by Viisage and Identix shareholders at their respective stockholder meetings.