Saflink and IdentiPHI Announce Merger Agreement
2007年9月5日 - 5:15AM
PRニュース・ワイアー (英語)
Merger Expected to Strengthen Position in Enterprise Security
Solutions Market by Combining Rich Technology Portfolio with
Established and Growing Distribution Channels KIRKLAND, Wash., and
AUSTIN, Texas, Sept. 4 /PRNewswire-FirstCall/ -- Saflink
Corporation (OTC:SFLK) (BULLETIN BOARD: SFLK) , a leading provider
of solutions designed to verify identity, secure access and
increase productivity, and IdentiPHI, Inc., a privately held
provider of enterprise security solutions and consulting services,
jointly announced today that they have entered into a definitive
merger agreement under which Saflink and IdentiPHI will combine
into a single, publicly held company. Under the terms of the merger
agreement, Saflink will acquire all of the outstanding shares of
IdentiPHI in a stock-for-stock transaction where all of the
outstanding shares of IdentiPHI common stock will be exchanged for
an aggregate of 614,981,516 shares of Saflink common stock. Upon
completion of the merger, the former security holders of IdentiPHI
would hold approximately 75 percent of Saflink's common stock and
the security holders of Saflink would continue to hold the
remaining 25 percent of Saflink's common stock. The merger
agreement has been unanimously approved by both companies' boards
of directors and by IdentiPHI's stockholders. The merger is subject
to customary closing conditions, including the approval of
Saflink's stockholders, and is expected to close by the end of
2007. Following the completion of the merger, the combined company
will operate as IdentiPHI, Inc. with its headquarters in Austin,
Texas. The existing management teams will combine as a result of
the merger with Steve Oyer, who took on the role of interim CEO
with Saflink last September, to serve as Chairman and CEO of the
combined company, and Peter Gilbert, current IdentiPHI CEO, as Vice
Chairman and Senior Vice President of Sales and Marketing. From the
IdentiPHI management team, John Atkinson will serve as President
and Mark Norwalk as CTO for the combined company, while from the
Saflink team, Jeff Dick will serve as the CFO and Brian Wilchusky
as Vice President of Marketing. The seeds of the merger were sown
following the successful collaboration on the sale of Saflink's
market-leading biometric middleware product lines -- SAFsolution(R)
and SAFmodule(R) -- to IdentiPHI earlier this year. Subsequently,
IdentiPHI was able to upgrade and seamlessly integrate this
technology into its security software suite and has begun an
aggressive global sales and marketing campaign. This merger brings
together IdentiPHI's reputation as a trusted provider of "best in
class" enterprise security solutions to major computer
manufacturers, integrators and customers with Saflink's biometric
security, smart card and cryptographic technologies and related
patent portfolio. The combined resources create a powerful and
flexible platform to launch additional integrated biometric and
security solutions into the commercial and government markets. "Our
strategy over the last ten months has remained consistent and clear
-- stabilize Saflink's financial condition, restructure our
businesses and find the best way to monetize our core technology
portfolio. This merger is the culmination of these efforts," said
Steve Oyer, CEO of Saflink. "I expect the combination with
IdentiPHI to provide a unique alchemy of world class sales and
distribution infrastructure, state of the art security software
expertise and proprietary products and technology that will be a
winning combination for the customers, stockholders and employees
of both companies. I appreciate the vote of confidence and
significant opportunity that IdentiPHI's shareholders along with
Peter Gilbert and the management team have given to me when they
asked me to lead the organization. I look forward to working with
this exceptional team and believe we are poised to capitalize on
the tremendous growth of security initiatives worldwide." Peter
Gilbert, CEO of IdentiPHI, added, "With the growth of our business
over the last few years we believe the combination of the two
companies is the next logical step to accomplish our strategic
objectives. As a public company we believe we will have the
liquidity, transparency and access to the capital markets to
provide us with the resources to continue the trajectory we have
been on. By uniting Saflink's strong portfolio of complementary
intellectual property with our current solutions, we have the
opportunity to create competitive advantages within the marketplace
and the ability to get them to customers through our established
distribution relationships." Mr. Gilbert continued, "In addition to
the strategic advantages of the merger, Steve Oyer's steady hand at
Saflink during its transition was a critical factor in our decision
to pursue this transaction. I strongly believe the combined company
will benefit from his leadership as we continue to exploit the
enormous growth potential in the enterprise security arena."
Saflink will hold a conference call to discuss this announcement
and other recent events at 4:30 pm EDT on Thursday, September 6,
2007. Saflink may provide forward-looking information on this call.
To listen to the conference please call 1-888-694-4676,
domestically, or 973-582-2737, internationally. A recording of the
call will be available on the Investors page of the Saflink website
for thirty days after the call. About Saflink Saflink Corporation
offers biometric security, smart card and cryptographic
technologies that help protect intellectual property and control
access to secure facilities. Saflink security technologies are key
components in identity assurance management solutions that allow
administrators and security personnel to positively confirm a
person's identity before access is granted. Saflink cryptographic
technologies help to ensure that sensitive information is accessed
only by the intended recipient(s). For more information, please
visit http://www.saflink.com/ or call 800-762-9595. About IdentiPHI
Headquartered in Austin Texas, IdentiPHI is an innovative
technology company offering a comprehensive suite of enterprise
security solutions and consulting services. Comprised of
experienced partners and thought-leaders in the industry, IdentiPHI
is setting the standard for what companies are looking for in
security solution. IdentiPHI provides flexible tools that meet or
exceed current legislation requirements to strengthen identity
management and authentication systems. We are defining security
technology to meet the evolving challenges of today's fast-paced
business needs. For more information please call our toll free line
at 888-436-8744, or visit http://www.identiphi.net/. NOTE:
"Saflink" is a registered trademark of the Saflink Corporation.
"SAFsolution" and SAFmodule" are registered trademarks of
IdentiPHI, Inc. This release contains information about our
management's view of our future expectations, plans and prospects
that constitute forward-looking statements for purposes of the safe
harbor provisions under The Private Securities Litigation Reform
Act of 1995. Actual results may differ materially from historical
results or those indicated by these forward-looking statements as a
result of a variety of factors. Some of these factors include, but
are not limited to, risks and uncertainties associated with our
financial condition, our ability to sell our products, our ability
to compete with competitors and the growth of the security market,
and those included in our annual report on Form 10-K, as well as
other documents we periodically file with the Securities and
Exchange Commission. SAFLINK MEDIA CONTACT: Sterling
Communications, Inc. Katie James (206) 388-5758 SAFLINK INVESTOR
RELATIONS CONTACT: Investor Awareness, Inc. Tony Schor (847)
945-2222 IDENTIPHI MEDIA CONTACT: John Atkinson (703) 945-1720
DATASOURCE: Saflink Corporation CONTACT: Media, Katie James of
Sterling Communications, Inc., +1-206-388-5758, , for Saflink
Corporation; or Investor Relations, Tony Schor of Investor
Awareness, Inc., +1-847-945-2222, , for Saflink Corporation; or
John Atkinson of IdentiPHI, Inc., +1-703-945-1720, Web site:
http://www.saflink.com/ http://www.identiphi.net/
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