Business
BIO-key(R) Responds to ComnetiX Inc.'s Demand to Withdraw Unsolicited Offer
BIO-key(R) Responds to ComnetiX Inc.'s Demand to Withdraw Unsolicited Offer.
About this update from Currency Exchange International, Corp.
[{"type":"text","content":"\n\n\n\nWALL, N.J., Jan. 31 /CNW/ -- BIO-key International Inc. (OTC Bulletin\nBoard: BKYI) (\"BIO-key\"), a leader in wireless public safety solutions and\nfinger based biometric identification, responded today to ComnetiX, Inc.'s \n(\"ComnetiX\") (TSX: CXI) demand that BIO-key immediately withdraw its\nunsolicited offer to acquire all the issued and outstanding common shares of\nComnetiX for US $1.29 per share.\n\n\nBIO-key takes serious issue with ComnetiX's allegations that BIO-key\nbreached its agreement with ComnetiX (the \"May 2006 Agreement\"), which, among\nother things, contained a provision that ComnetiX will not acquire or make an\noffer to acquire ComnetiX shares for a period of one year (the \"Standstill\nProvision\").\n\n\nPursuant to the May 2006 Agreement, BIO-key and ComnetiX were in\nexclusive and confidential negotiations about a combination transaction. In\nparticular, the May 2006 Agreement contained the following exclusivity\nobligation: \"if any party or any of its employees, stockholders, agents or\nrepresentatives receives any unsolicited inquiry (however preliminary), offer\nor proposal, then such party shall promptly notify the other party and\npromptly provide a copy of any written letter or other material constituting\nor accompanying such inquiry, offer or proposal to the other party\".\n\n\nBIO-key and ComnetiX continued their negotiations from May 17, 2006\nthrough to September 12, 2006. These continued negotiations effectively\nextended the May 2006 Agreement including the exclusivity provisions contained\ntherein. At all times, BIO-key continued to negotiate with ComnetiX in good\nfaith and believed that ComnetiX was honorably and exclusively dealing with\nBIO-key as a full partner in a proposed transaction.\n\n\nHowever, according to ComnetiX's management information circular (the\n\"ComnetiX Circular\") issued to ComnetiX shareholders in connection with\nComnetiX's proposed plan of arrangement with L-1 Identity Solutions, Inc. (\"L-\n1\"), it appears that ComnetiX and certain members of its board and management\nteam were meeting with representatives of L-1 with respect to a competing\ntransaction as early as May 30, 2006.\n\n\nMeetings between BIO-key and ComnetiX remained cordial and professional\nduring this entire period from May 17, 2006 to September 12, 2006, while,\nunbeknownst to BIO-...