ASSA Abloy and LaserCard have announced the successful completion of ASSA Abloy’s acquisition of LaserCard for US$6.25 per share in cash. ASSA Abloy completed the acquisition through a tender offer and subsequent merger of a wholly-owned subsidiary of ASSA Abloy into LaserCard. LaserCard is now a wholly-owned subsidiary of ASSA Abloy.
As of the close of business of January 28, 2011, ASSA Abloy had acquired over 90% of the outstanding shares of LaserCard based on the acceptance of shares tendered to date and the exercise of its option, under the terms of the merger agreement, to purchase additional shares directly from LaserCard sufficient to give ASSA Abloy ownership of more than 90% of LaserCard’s outstanding shares, when combined with the shares purchased by ASSA Abloy in the tender offer. ASSA Abloy completed its acquisition of LaserCard by means of a short-form merger under Delaware law at the same price per share paid in the tender offer, effective January 28, 2011.
As a result of the merger, each outstanding share of LaserCard common stock not validly tendered and accepted for payment in the tender offer (other than any shares in respect of which appraisal rights are validly exercised under Delaware law and any shares owned by LaserCard, ASSA ABLOY or any of their subsidiaries) was converted into the right to receive the same US$6.25 cash per share price paid in the tender offer. Effective after the close of market today, trading in LaserCard common stock on the Nasdaq Global Market will cease.
ASSA Abloy is also 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.