Viisage first announced the company's intention to acquire Iridian on July 17, 2006. Under the terms of the definitive agreement with Iridian, Viisage paid Iridian shareholders $35 million in cash.
Viisage also secured a $6.5 million reduction in potential contingency payments to the former shareholders of SecuriMetrics under the terms of Viisage's February 2006 acquisition of SecuriMetrics, resulting in an effective "net" purchase price for Iridian of $28.5 million. The acquisition of Iridian was funded primarily by proceeds from the initial $100 million investment into Viisage by L-1 Investment Partners in December 2005.
Iridian has positive net working capital and is debt free. The company is estimated to generate positive pro forma EBITDA of approximately $3 million in 2006.
"This acquisition is another important step in our overall strategy to lead the market as the only U.S.-based manufacturer of a full range of handheld and multi-modal biometric recognition solutions encompassing iris, finger and face," said Robert V. LaPenta, Chairman of the Board of Viisage. "Direct access to Iridian's intellectual property upon which the iris recognition market is based, together with synergies from our anticipated merger with Identix later this month, should help to place us in that premier position. We also expect that it will do so in such a way that we see operational benefit with improved margins and cost synergies."
Iridian licenses iris recognition software and related intellectual property to hardware and software developers for applications in the government, military and commercial markets, both domestically and internationally. This intellectual property portfolio and industry-standard iris recognition algorithm will be combined with Viisage's wholly-owned subsidiary SecuriMetrics to advance the development and implementation of SecuriMetrics' advanced hardware, software and database capabilities.
Iridian's business operation, currently located in Moorestown, N.J., will be integrated into Identix' Jersey City, N.J. research facility upon the closing of the pending merger with Identix.