Government ID, Smart Cards, Identification and Authentication Technology

Viisage's acquisition of Iridian finalized

Monday, August 21, 2006 in News

The purchase of iris recognition developer, Iridian, by Viisage is now complete. The net $28.5 million deal was originally announce in July and according to the Viisage Board Chairman, “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.”


Viisage Completes Acquisition of Iridian Technologies

BILLERICA, Mass. – August 16, 2006 – Viisage (Nasdaq: VISG) today completed the acquisition of privately-held Iridian Technologies, Inc, the company responsible for the initial development and commercialization of iris recognition technology. 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.

EBITDA

Viisage uses EBITDA as a non-GAAP financial performance measurement. EBITDA is calculated by adding back to net income (loss) interest, taxes, depreciation and amortization. EBITDA is provided to investors to complement results provided in accordance with GAAP, as management believes the measures help illustrate underlying operating trends in the Company’s business and uses the measures to establish internal budgets and goals, manage the business, and evaluate performance. Management also believes that EBITDA provides an additional tool for investors to use in comparing Viisage’s financial results with other companies in the industry, many of which also use EBITDA in their communications to investors. By excluding non-cash charges such as amortization and depreciation as well as non-operating charges for interest and income taxes, Viisage can evaluate its operations and can compare its results on a more consistent basis to the results of other companies in the industry and to its operations in prior quarters. As noted above, EBITDA excludes the effect of interest, taxes, depreciation and amortization. Because EBITDA eliminates these items, Viisage considers this financial measure to be an important indicator of the Company’s operational strength and performance of its business and a good measure of the Company’s historical operating trend. EBITDA should not be considered in isolation or as a substitute for comparable measures calculated and presented in accordance with GAAP. Estimated pro forma EBITDA for 2006 has been calculated by adding estimated pro forma depreciation and amortization of $1.2 million to pro forma estimated net income of $1.8 million. About Viisage Technology, Inc.

Viisage delivers advanced technology identity solutions for governments, law enforcement agencies and businesses concerned with enhancing security, reducing identity theft, and protecting personal privacy. Viisage solutions include secure credentials such as passports and drivers’ licenses, biometric technologies for uniquely linking individuals to those credentials, and credential authentication technologies to ensure the documents are valid before individuals are allowed to cross borders, gain access to finances, or be granted other privileges. With more than 3,000 installations worldwide, Viisage’s identity solutions stand out as a result of the company’s industry-leading technology and unique understanding of customer needs. Viisage’s product suite includes IdentityTOOLS(TM) SDK, Viisage PROOF(TM), FaceEXPLORER(R), iA-thenticate(R), ID-GUARD(R), BorderGuard(R), PIER(TM), HIIDE(TM), AutoTest(TM), FacePASS(TM) and FaceFINDER(R).

About Iridian Technologies

Iridian Technologies, Inc., of Moorestown, NJ is the world leader in development and commercialization of iris recognition technology - renowned as one of the most accurate biometric identifiers. The holder of US and international patents behind iris recognition technologies, Iridian offers unparalleled security for public-use applications such as simplified passenger travel, border control, national IDs, and election verification as well as restricted access and information access. For more information, visit www.iridiantech.com[end] 

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