L-1 Identity Solutions, Inc. (NYSE:ID), a leading provider of identity solutions and services, today announced that its stockholders have approved the previously announced merger transaction with Safran SA. The L-1 shareholder approval of the transaction was one of the conditions to completing the Safran merger. Having received L-1 shareholder approval and notification from the Federal Trade Commission that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the merger has terminated, completion of the merger remains subject to approval by the Committee on Foreign Investment in the United States (CFIUS), completion of the previously announced sale of the L-1 intelligence services businesses to BAE Systems Information Solutions Inc. (BAE Systems) and the satisfaction or waiver of other customary conditions.
Approval of the proposal to adopt the previously announced Agreement and Plan of Merger dated September 19, 2010 with Safran SA, and the acquisition via merger of L-1 by Safran contemplated thereby, required the affirmative vote of the holders of a majority of the outstanding shares of L-1’s common stock. Approximately 99 percent of the shares voting at today’s special meeting of stockholders voted in favor of the proposal, which represented approximately 70 percent of the total outstanding shares of L-1 common stock as of December 27, 2010 (the record date for the special meeting).
Under the terms of the Merger Agreement, L-1 stockholders will be entitled to receive $12.00 per share in cash upon closing of the Safran merger, for an aggregate enterprise value of approximately $1.6 billion, inclusive of outstanding debt.
L-1 continues to expect the Safran merger to close during the first quarter of 2011, subject to the timing of the CFIUS process in respect of the Safran merger and completion of the BAE Systems transaction, and assuming satisfaction or waiver of all other applicable conditions. L-1 continues to expect the BAE Systems transaction to close during the first quarter of 2011, subject to the receipt of confirmation of a planned contract novation from a U.S. government customer and assuming satisfaction or waiver of all other applicable conditions.