L-1 Identity Solutions accepts 79% of Digimarc's shares; subsequent offer ends Friday

By Lisa Kerner

Charlotte, N.C., Aug. 4 - L-1 Identity Solutions, Inc. subsidiary Dolomite Acquisition Co. began a subsequent offer for remaining outstanding shares of Digimarc Corp. common stock, it was announced on Monday.

The subsequent offer ends at 5 p.m. ET on Aug. 8.

According to L-1, a total of approximately 19,767,699 shares, or 79%, of Digimarc common stock was validly tendered and not withdrawn in the original offer that ended on Aug. 1.

L-1 said all shares that were validly tendered and not properly withdrawn prior to the end of the original offer have been accepted for purchase at $12.25 per share, net to the seller in cash, without interest and less any required withholding taxes.

Once the subsequent offering period is complete, L-1 will acquire all of the remaining outstanding shares of Digimarc common stock through a merger.

In July, L-1 and Digimarc amended their previously announced merger agreement to give Digimarc shareholders $12.25 per share.

Total cash consideration to be paid by L-1 for 100% of the issued and outstanding capital stock of Digimarc remains unchanged at $310 million.

Under the amended agreement, Digimarc stockholders will receive shares in DMRC Corp., which will hold Digimarc's digital watermarking business and Digimarc's cash as of the completion of the transaction, a prior news release stated.

Digimarc said it contributed all of the assets and liabilities related to its digital watermarking business, together with all of Digimarc's cash, to DMRC LLC, to effectively spin off the watermarking business prior to the expiration of L-1's initial tender offer.

DMRC was subsequently merged with and into DMRC Corp., a Digimarc news release noted.

Following the effectiveness of the registration statement on form 10 filed with the Securities and Exchange Commission, shares of DMRC Corp. common stock will be distributed to Digimarc stockholders on the basis of one share of DMRC Corp. for every three-and-a-half shares of Digimarc common stock.

L-1 agreed in June to acquire Digimarc's ID systems business for $310 million in cash, up from L-1's original stock and cash offer of $250 million.

L-1's identity solutions are designed to protect personal privacy. The company is based in Stamford, Conn.

Digimarc is a secure identity solutions provider based in Beaverton, Ore.

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