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Currency Exchange International, Corp.
Nov 15, 2006 at 1:15 PM UTC
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ELI5

L-1 Identity Solutions to Acquire Canadian Identification Solutions Company ComnetiX


Strengthens Fingerprint Biometric Technologies and Services in North
America; Add Greater Presence in Law Enforcement Across the U.S. and
Canada

STAMFORD, CT. and ON, Nov. 15 /CNW/ - L-1 Identity Solutions, Inc. (NYSE:
ID) and ComnetiX(TM), Inc. (TSX: CXI), today entered into a definitive
agreement for L-1 to acquire all of the outstanding shares of ComnetiX.
Headquartered in Ontario, Canada, ComnetiX is a leading provider of biometric
identification and authentication technologies to private and public sector
companies in Canada and the United States.
The Company provides fingerprinting services to a significant portion of
the Canadian market, facilitating tens of thousands of criminal background
checks each year through its chain of offices. The acquisition is expected to
increase revenue generated by L-1 Identity Solutions fingerprint products and
services by creating an important presence for the company in the Canadian
market and adding a highly-complementary base of customers to the portfolio,
particularly within the law enforcement community.
The acquisition is structured as an arrangement under the Canadian
Business Corporations Act and is expected to close in the first quarter of
calendar 2007, subject to satisfaction of a number of customary conditions,
including approval by two-thirds of applicable ComnetiX shareholders and two
thirds of applicable ComnetiX warrant holders, voting as separate classes, as
well as requisite court approval in Ontario, Canada and other regulatory
approvals. The transaction will be submitted to ComnetiX security holders for
approval at a special stockholders' meeting to be held in early 2007.
Irrevocable voting agreements in favor of the transaction have already been
signed by directors and officers of ComnetiX representing approximately 28
percent of the outstanding shares of ComnetiX. Similar agreements have been
signed respecting approximately 67 percent of applicable outstanding warrants.
Under the terms of the definitive agreement, L-1 Identity Solutions is
expected to pay ComnetiX shareholders approximately US$12.5 million, or
approximately US$0.82 per share, in cash for all shares of ComnetiX common
stock that are issued and outstanding at closing. Additional terms of the
transaction will be more fully described in the management proxy circular
mailed by ComnetiX to security holders who are entitled to vote at the special
meeting of stockholders. Following closing of the transaction, ComnetiX shares
will cease trading on the Toronto Stock Exchange and the company will operate
as a wholly owned subsidiary of L-1 Identity Solutions.
"ComnetiX presents a solid investment for L-1 Identity Solutions: a
company with an established customer base whose most recent financial results
reflected a 25 percent increase in sales in a rapidly growing Canadian market
that is just now embracing a move from ink - to electronic-based
fingerprinting for identity management," said Robert V. LaPenta, Chairman,
President and CEO of L-1 Identity Solutions. "The company's approach to
delivering customer-focused solutions, coupled with their strong ability to
market to state and local agencies will be invaluable to our organization. Add
to this their complementary services business that provides fast, convenient
and professional electronic fingerprinting for criminal and non-criminal
purposes, and we will have a compelling combination."
For the year ended August 31, 2005, the company had sales of
approximately US$9 million. For the nine months ended May 31, 2006, ComnetiX
had revenues of approximately US$9 million. The company will report full year
2006 results prior to November 30, 2006. L-1 Identity Solutions expects
ComnetiX to add US$13 million in revenue next year and to be cash flow
positive.
Bernard W. Crotty, Chairman and CEO of ComnetiX indicated, "We believe
that L-1 is the right company to acquire ComnetiX as it will give the Company
access to additional markets and provide great opportunities for our
leadership team and the entire organization." "Joining the L-1 portfolio of
companies is a great opportunity for ComnetiX and its employees," remarked
Edward Escubedo, President of ComnetiX. "Our presence in Canada together with
our customer focused solutions will further strengthen L-1's already
impressive offerings."
ComnetiX was founded in 1980 by Edward Escubedo and for decades has been
an integral contributor to the standardization of finger-based biometric
technologies. In the early 1990s, the company helped the Federal Bureau of
Investigations (FBI) and other organizations to develop standard protocols for
the transmission of electronic fingerprints, known as Electronic Fingerprint
Transmission Standards (EFTS). ComnetiX was the first company in the US to
transmit federally compliant electronic fingerprints to the FBI, and the first
in Canada to establish a national distributed criminal intelligence database.
In addition to maintaining 10 fingerprint centers across Canada, ComnetiX
operates more than 40 applicant fingerprinting services locations throughout
the United States. The company has a significant installed base of customers
for live scan products and services in New York and Georgia.
ComnetiX maintains a customer-focused solution approach, targeting
criminal justice, law enforcement, criminal intelligence, airline and
transportation and commercial business markets. Customers today include
Toronto Police Services; CISC (Criminal Intelligence Services Canada), the
Department of Criminal Justice Services for the state of New York; Minesterio
De Justicia, Spain; the Boston Police Department and others.
The company will continue to operate out of its current locations in
Canada and the United States. Upon close of the acquisition, ComnetiX
management will report into the Integrated Biometric Technologies division of
L-1 Identity Solutions.

About L-1 Identity Solutions

L-1 Identity Solutions, Inc. (NYSE: ID) consists of, among other
businesses, the historic operations of Viisage Technology, Inc. and Identix
Incorporated, which merged on August 29, 2006. L-1 Identity Solutions,
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.

About ComnetiX(TM) Inc (www.ComnetiX.com)

ComnetiX(TM) Inc provides secure identification and authentication
solutions to both the public and private sectors throughout North America.
ComnetiX offers multimode biometric identification solutions for use in areas
such as applicant screening, financial services, health care, transportation,
airlines and airports, casinos and gaming, and energy and utilities. Clients
include American Airlines, Lehman Brothers, New York City Health and Hospital
Corporation, New York State Division of Criminal Justice Services, Toronto
Police Services Board, Boston Police Department and the Royal Canadian Mounted
Police. ComnetiX is also Canada's premier applicant fingerprinting services
company, facilitating tens of thousands of criminal background checks each
year through its chain of ten offices across Canada. In addition ComnetiX has
established more than 40 applicant fingerprinting services locations
throughout the United States.

Forward Looking Statements

This news release contains forward-looking statements that involve risks
and uncertainties. Forward-looking statements in this document and those made
from time to time by L-1 Identity Solutions through its senior management are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements reflect the
Company's current views based on management's beliefs and assumptions and
information currently available. Forward-looking statements concerning future
plans or results are necessarily only estimates, and actual results could
differ materially from expectations. Certain factors that could cause or
contribute to such differences include the ability of ComnetiX to obtain
requisite shareholder approval for the proposed acquisition, the ability of
the parties to obtain requisite court approval for the plan of arrangement,
and the ability of the parties to otherwise close the transaction on a timely
basis. Additional risks and uncertainties are described in the Securities and
Exchange Commission filings of the L-1 Identity Solutions, including the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2006. L-1 Identity Solutions expressly disclaims any intention or obligation
to update any forward-looking statements.