Assa Abloy Extends Offering Period of Tender Offer for LaserCard …
Until February 2, 2011
This is a Press Release edited by StorageNewsletter.com on January 31, 2011 at 3:25 pmASSA ABLOY AB and LaserCard Corporation announced that ASSA ABLOY is extending the subsequent offering period of the cash tender offer by its wholly-owned subsidiary to acquire all outstanding shares of LaserCard common stock for US$6.25 per share until 5:00 p.m., New York City time, on Wednesday, February 2, 2011.
The subsequent offering period had been previously scheduled to expire at 5:00 p.m., New York City time, on January 27, 2011. According to the depositary for the offer, a total of approximately 9.025 million shares (representing approximately 72.8% of the outstanding shares), had been tendered prior to such time. During this extension of the subsequent offering period, shares of LaserCard will be accepted and promptly paid for as they are tendered for the same consideration, without interest, paid in the tender offer.
Payment for shares that are not tendered by such date may be delayed, as described below.
As a result of the shares tendered to date, ASSA ABLOY has sufficient voting power to consummate the subsequent acquisition transaction to acquire all common stock not tendered in the offer without any further action by, or the affirmative vote of, any other stockholders of LaserCard. The subsequent offering period, however, enables holders who did not tender during the initial offering period to participate in the offer and receive their $6.25 per share offer price promptly after such shares are tendered, rather than waiting until the completion of the subsequent acquisition transaction described in the offer to purchase.
If ASSA ABLOY owns at least 90% of the outstanding shares of LaserCard common stock (inclusive of the top-up option), ASSA ABLOY will complete its acquisition by means of a short-form merger under Delaware law promptly thereafter. If ASSA ABLOY does not obtain at least 90% of such shares, ASSA ABLOY anticipates that the subsequent acquisition transaction to acquire the remaining shares would not close until March 2011 or later. In that scenario, holders that do not tender their shares prior to next Wednesday’s deadline would not receive cash consideration from ASSA ABLOY pursuant to the terms of the acquisition transaction until March 2011 or later.
Regardless of whether a short-form merger or a subsequent acquisition transaction is undertaken, upon completion of the merger, LaserCard will become an indirect, wholly-owned subsidiary of ASSA ABLOY, and LaserCard common stock will cease to be traded on the Nasdaq Stock Market.
In 2009, ASSA ABLOY’s turnover amounted to approximately SEK 35 billion and the operating profit amounted to approximately SEK 5.4 billion. ASSA ABLOY has a market capitalization of approximately SEK 73 billion and is listed on NASDAQ OMX Stockholm, Large Cap.