ASSA Abloy and LaserCard have announced the successful completion of ASSA’s cash tender offer by its wholly-owned subsidiary to acquire all outstanding shares of LaserCard common stock for US$6.25 per share.
The initial offering period for the tender offer expired at 12:00 midnight (New York City Time) at the end of Friday, January 21, 2011. The depositary for the tender offer has advised ASSA ABLOY that, as of the expiration of the offering period, approximately 7.56 million shares of LaserCard common stock have been tendered, including approximately 352 thousand shares tendered under guaranteed delivery procedures, for US$6.25 per share. All shares that were validly tendered and not withdrawn (excluding shares tendered under guaranteed delivery procedures) have been accepted for purchase, and ASSA Abloy will promptly pay for all such shares. The shares tendered and accepted for purchase represent more than 50% but less than 90% of the outstanding shares of LaserCard’s common stock. Shares validly tendered in satisfaction of guaranteed delivery procedures will also be accepted for payment and promptly paid for.
ASSA Abloy also announced that it has commenced a subsequent offering period to acquire all of the remaining untendered shares. This subsequent offering period will expire at 5:00 p.m., New York City time, on January 27, 2011, unless extended. During this subsequent offering period, holders of shares of LaserCard common stock who did not previously tender their shares in the offer may do so, and ASSA Abloy will promptly purchase any shares properly tendered as such shares are tendered for the same consideration, without interest, paid in the tender offer. Procedures for tendering shares during the subsequent offer period are the same as during the initial offering period with two exceptions: (1) shares cannot be delivered by using the guaranteed delivery procedure, and (2) pursuant to applicable law, shares tendered during the subsequent offer period may not be withdrawn. ASSA ABLOY reserves the right to further extend the subsequent offering period in accordance with applicable law and the terms of the merger agreement.
After expiration of the subsequent offering period, ASSA ABLOY intends to complete its acquisition of LaserCard by means of a merger under Delaware law. As a result of its purchase of shares in the tender offer, ASSA Abloy has sufficient voting power to approve the merger without the affirmative vote of any other LaserCard stockholder. As a result of such merger, LaserCard will become an indirect wholly-owned subsidiary of ASSA Abloy, and each share of LaserCard’s outstanding common stock will be cancelled and (except for shares held by LaserCard, ASSA Abloy or by their wholly-owned subsidiaries or by holders who properly exercise their appraisal rights under Delaware law) will be converted into the right to receive the same consideration, without interest, received by holders who tendered shares in the tender offer.
If ASSA Abloy owns at least 90% of the outstanding shares of LaserCard common stock after the subsequent offering period, and, if necessary, after ASSA Abloy’s exercise of the top-up option under the terms of the merger agreement, ASSA Abloy will complete its acquisition by means of a short-form merger under Delaware law at the same price per share paid in the tender offer. 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.