UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14A-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Filed by a Party other than the Registrant o
Check appropriate box:
| o | Preliminary Proxy Statement | |
| o | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| o | Definitive Proxy Statement | |
| o | Definitive Additional Materials | |
| þ | Soliciting Material under Rule 14a-12 |
L-1 Identity Solutions, Inc.
Payment of filing fee (Check the appropriate box):
| þ | No fee required. | |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: | ||
| (2) | Aggregate number of securities to which transaction applies: | ||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | ||
| (4) | Proposed maximum aggregate value of transaction: | ||
| (5) | Total fee paid: | ||
| o | Fee paid previously with preliminary materials: | |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. |
| (1) | Amount Previously Paid: | ||
| (2) | Form, Schedule or Registration Statement No.: | ||
| (3) | Filing Party: | ||
| (4) | Date Filed: | ||
The
following letter was sent by L-1 Identity Solutions, Inc. to certain customers beginning
on September 21, 2010.
Date
Name
Title
Address
City. State, Zip
Title
Address
City. State, Zip
Dear (Salutation):
We are pleased to announce that L-1 Identity Solutions has entered into an agreement to be acquired
by Safran. Pursuant to the agreement, Safran will acquire the Biometric, Secure Credentialing and
Enrollment Services divisions of L-1 following the sale of L-1’s government / intelligence services
business to BAE Systems. The Safran transaction is expected to close in the first quarter of 2011,
subject to the prior consummation of the BAE Systems transaction, shareholder approval, review by
the U.S. Committee on Foreign Investment in the United States (CFIUS), and certain other closing
conditions including Hart-Scott-Rodino antitrust review.
Our focus on the Department of Motor Vehicle (DMV) market will continue and there will be no
disruption to programs underway today. In fact, together the two organizations can provide a much
more comprehensive and scalable portfolio of solutions and services and seamless integration to
better meet your needs going forward.
We believe that the combination of our complementary strengths will benefit our customers and
continue to advance future identity management solutions.
| • | Our DMV customers will be served by U.S. entities and U.S. based management. We will continue to deliver superior levels of service and local support via U.S. based support centers and personnel. |
| • | Safran has deep experience in the U.S. and has served American customers since 1969. Today they maintain operations in 40 locations across 18 States and have more than 4,000 U.S.-based employees. |
| • | Like L-1, Safran is a trusted provider to U.S. law enforcement, State, Local and Federal government customers. In fact, the U.S. Federal Bureau of Investigations uses Safran biometric ID solutions and the U.S. Department of Defense is the largest single end-user of Safran products and services. |
| • | Both organizations have a strong commitment to furthering the standards of quality, as well as excellence, in engineering innovation. In combination we expect to continue to develop and deliver the next generation of biometric and ID management solutions. |
The same team of professionals that you have come to know and trust will continue to work with you
moving forward. Please use the same phone numbers, follow the same processes, and contact the same
individuals.
We will be contacting you in the next several days to answer any questions that you may have. Thank
you for your continued support.
Sincerely,
Bob Eckel
Executive Vice President, Secure Credentialing
L-1 Identity Solutions
Executive Vice President, Secure Credentialing
L-1 Identity Solutions
Important Information for Investors and Stockholders
This communication may be deemed to be solicitation material in respect of the proposed acquisition
of L-1 by Safran. In connection with the proposed acquisition, L-1 intends to file a proxy
statement and other relevant materials with the SEC. INVESTORS AND SECURITY HOLDERS OF L-1 ARE
URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS FILED WITH THE SEC IF AND WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT L-1, SAFRAN AND THE
PROPOSED ACQUISITION.
Investors and security holders may obtain a copy of the proxy statement and other relevant
materials filed with the SEC free of charge (when they become available) at the SEC’s web site at
www.sec.gov. The proxy statement and such other documents, when they become available, may also be
obtained free of charge on L-1’s website at www.L1ID.com under the tab “Investor Relations” or by
contacting L-1’s investor relations department at (203) 504-1109.
L-1 and its respective directors and executive officers may be deemed to be participants in the
solicitation of proxies of L-1 stockholders in connection with the proposed acquisition.
Information regarding L-1’s directors and executive officers is set forth in L-1’s proxy statement
for its 2010 annual meeting of stockholders, which was filed with the SEC on March 16, 2010. Other
information regarding the participants in the proxy solicitation and a description of their direct
and indirect interests, by security holdings or otherwise, will be contained in the proxy statement
and other relevant materials to be filed with the SEC (when they become available).
Forward Looking Statements
This communication contains forward-looking statements that involve risks and uncertainties.
Forward-looking statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and 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, among other things, the timing of consummating the proposed transactions, the
risk that a condition to closing of the proposed transactions may not be satisfied, the risk that a
regulatory approval that may be required for the proposed transactions is not obtained or is
obtained subject to conditions that are not anticipated, the ability of the Company to successfully
refinance or amend its credit agreement on a timely basis if required, and additional risks and
uncertainties described in the Securities and Exchange Commission filings of L-1 Identity
Solutions, including its Form 10-K for the year ended December 31, 2009 and the Company’s Form 10-Q
for the quarter ended June 30, 2010. L-1 Identity Solutions expressly disclaims any intention or
obligation to update any forward-looking statements.