Bioscrypt to be acquired by L-1 Identity Solutions in a Stock-for-Stock Transaction



    Bioscrypt set to bring its Global Leadership in Biometric Access Control
    to the L-1 Identity Solutions Portfolio of Companies

    TORONTO, Jan. 7 /CNW/ - Bioscrypt Inc. (TSX: BYT), a leading provider of
enterprise access control solutions, today announced that it has entered into
a definitive agreement with L-1 Identity Solutions, Inc. (NYSE:  ID) whereby L-1
will acquire all outstanding Bioscrypt shares in a stock-for-stock
transaction.
    Under the terms of the definitive agreement, L-1 will purchase Bioscrypt
shares for consideration currently valued at Cdn. $0.55 per share,
representing a total purchase price of approximately Cdn. $44.0 million. The
offer price of Cdn. $0.55 per share represents a premium to Bioscrypt
shareholders of 53% over the closing price of Bioscrypt on Friday, January 4,
2008, the last day of trading prior to announcement of the transaction, and a
premium of 75% over the volume-weighted average trading price for the 20-day
period prior to announcement of the transaction. Subject to certain
conditions, the number of L-1 shares to be issued in payment of the purchase
price for the Bioscrypt shares will be based on the average closing price of
L-1 shares on the New York Stock Exchange ("NYSE") for the 20 trading days
ending five trading days prior to the closing date of the acquisition,
provided the price at which such shares are issued shall not be greater than
105% or less than 95% of US$ 17.72, the average closing price of L-1 shares on
the NYSE for the 5 trading days ending the day prior to announcement of the
transaction. Under the definitive agreement, the maximum number of shares that
can be issued is 2.6 million shares. In addition, L-1 will assume outstanding
Bioscrypt stock options that are not exercised prior to the closing of the
transaction. All outstanding warrants will be cancelled at the closing of the
transaction.
    "This transaction represents a strategic opportunity for Bioscrypt
shareholders to maintain and develop their interest in the growing market for
biometric technologies with an expanded market potential as a member company
of L-1, a global leader in the identity management space", said Robert M.
Douglas, President and CEO of Bioscrypt. "We see this as a 'hand in glove'
business fit which at the conclusion of this transaction, Bioscrypt's
technology will gain greater visibility and market traction to extend its
global leadership in biometric physical and logical access control. In
addition, the transaction provides the shareholders of Bioscrypt with the
enhanced visibility, investment opportunities, and market trading liquidity in
the New York Stock Exchange, as L-1 Identity shareholders."
    The acquisition is structured as a plan of arrangement under the Canada
Business Corporations Act and is expected to close in the first quarter of
2008. The acquisition is subject to the satisfaction of a number of customary
conditions, including approval by the holders of at least two-thirds of
Bioscrypt's outstanding common shares, options and warrants, each voting as a
separate class, the approval of the Ontario Superior Court, and other
regulatory approvals. The definitive agreement also provides that L-1 will be
paid a termination fee and reimbursed for expenses under certain circumstances
in which the transaction is not consummated. Additional terms of the
transaction will be more fully described in the management proxy circular to
be mailed by Bioscrypt to its security holders in connection with the special
meeting referred to below. The definitive agreement will also be filed on
SEDAR and will be available at www.sedar.com.
    The acquisition will be submitted to Bioscrypt security holders for
approval at a special meeting expected to be held in February 2008. The Board
of Directors of Bioscrypt has unanimously recommended that Bioscrypt security
holders vote in favour of the acquisition and has received an opinion from its
financial advisor, TD Securities Inc., that as of January 5, 2008, the
consideration to be received pursuant to the definitive agreement, is fair,
from a financial point of view, to the holders of Bioscrypt's common shares.
    Irrevocable support agreements in favour of the transaction have been
signed by directors, officers and other shareholders of Bioscrypt,
representing approximately 25 percent of the outstanding shares of Bioscrypt,
including holders of 87 percent of all warrants outstanding and 70 percent of
all stock options outstanding.
    "With this acquisition, L-1 strengthens its leadership position in
protecting and securing personal identities and assets by extending into
access control, a market that is expected to grow substantially," said Robert
V. LaPenta, Chairman, President and CEO of L-1 Identity Solutions. "In line
with our strategy to acquire the best-in-class solutions, Bioscrypt is a
leader in advanced physical and logical biometric access control solutions and
brings new and unique technological capabilities to our portfolio of identity
management solutions, including three-dimensional facial recognition."
    Following the close of the transaction, it is expected that Bioscrypt
will continue to operate from its current location(s). Bioscrypt will become a
wholly-owned subsidiary of L-1 Identity Solutions.

    About Bioscrypt Inc.

    Bioscrypt is an enterprise access control solution provider, enabling the
unification of physical and logical access with its Door to Desktop(R)
products. Bioscrypt's hardware and software solutions deliver strong
authentication processes to facilities, equipment, IT networks and computer
applications and allow organizations to administer unified identities across
the enterprise.
    Building on its proven expertise in biometric technology and its unique
multi-factor authentication platform, Bioscrypt integrates all major secure
authentication standards, transforming how organizations are bridging the gap
between physical and logical access to create secure working environments.
More information is available at www.bioscrypt.com.

    About L-1 Identity Solutions

    L-1 Identity Solutions, Inc. (NYSE:   ID), together with its portfolio of
companies, offers a comprehensive set of products and solutions for protecting
and securing personal identities and assets. Leveraging the industry's most
advanced multi-modal biometric platform for finger, face and iris recognition,
our solutions provide a circle of trust around all aspects of an identity and
the credentials assigned to it -- including proofing, enrollment, issuance and
usage. With the trust and confidence in individual identities provided by L-1
Identity Solutions, government entities, law enforcement and border management
agencies, and commercial enterprises can better guard the public against
global terrorism, crime and identity theft fostered by fraudulent identity.
L-1 Identity Solutions is headquartered in Stamford, CT. For more information,
visit www.L1ID.com.

    Forward-looking (safe harbour) statement

    Statements made in this news release that relate to future plans, events
or performances are forward-looking statements. Any statement containing words
such as "believes", "plans", "expects" or "intends" and other statements which
are not historical facts contained in this release are forward-looking, and
these statements involve risks and uncertainties and are based on current
expectations. Consequently, actual results could differ materially from the
expectations expressed in these forward-looking statements.

    Bioscrypt and Door to Desktop(R) are registered trademarks and
Veri-Series and VeriSoft are trademarks of Bioscrypt Inc. All other product
and company names mentioned are the property of their respective owners and
are mentioned for identification purposes only.

    %SEDAR: 00002471E




For further information:

For further information: Stephen McDonald, Bioscrypt Inc., (905)
940-7774, stephen.mcdonald@bioscrypt.com; Natalie Sauve, High Road
Communications, (613) 688-1187, nsauve@highroad.com

Organization Profile

BIOSCRYPT INC.

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