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Viisage and Identix Merge to Form L-1 Identity Solutions, Reflecting a Singular Focus on Protecting and Securing Personal Identities; Company's Stock Will Trade at NYSE:ID; CEO and Chairman Robert LaPenta to Ring Opening Bell Tomorrow.


STAMFORD, Conn. -- The merger between Viisage Technology, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: VISG VISG Visually Impaired Support Group ) and Identix Incorporated (NASDAQ: IDNX IDNX Integrated Digital Network Exchange
IDNX Integrated Data Network Exchange
) was approved by shareholders and the Boards of Directors of both companies today, with the combined company now operating as L-1 Identity Solutions, Inc. The company's shares will trade on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 as "ID" beginning August 30, 2006.

The portfolio of L-1 Identity Solutions companies - Viisage and Identix, together with Integrated Biometric Technology, SecuriMetrics, Inc., and Iridian Technologies, Inc. - offers the most comprehensive and technologically-advanced set of solutions for protecting and securing personal identities and assets. The L-1 Identity Solutions companies have a combined 20-year history of trust and reliability in the private and public sector gained by solving the toughest problems associated with credentialing and managing human identity.

L-1 Identity Solutions will be led by Robert V. LaPenta, Chairman of the Board, President and Chief Executive Officer. Mr. LaPenta is set to ring the opening bell of the New York Stock Exchange tomorrow, Wednesday, August 30, 2006 at 9:30 a.m. to commemorate the company's first full day of trading on the Exchange.

"This is truly a defining moment for the company as we head into a new era of delivering customer-focused solution sets that combine the industry's best and most innovative technology, together with deep insight into our customers' unique needs," said Robert V. LaPenta, Chairman of the Board, President and Chief Executive Officer of L-1 Identity Solutions. "We are setting a new standard for the industry with our approach and will continue to seek ways in which we can act as leaders of positive change for the industry."

Based on Viisage's closing price on Monday, August 28, 2006, L-1 Identity Solutions has an aggregate market capitalization Market Capitalization

A measure of a public company's size. Market capitalization is the total dollar value of all outstanding shares. It's calculated by multiplying the number of shares times the current market price. This term is often referred to as market cap.
 of approximately $1.1 billion. The Company expects fourth quarter revenue of approximately $60 million and Adjusted EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  of $15-$17 million.

Customer-Focused Solutions

L-1 Identity Solutions is deeply committed to meeting the needs of its customers. To continue to leverage relationships and intellectual property acquired through decades of servicing individual client needs, the pre-existing companies will continue to operate and develop their products and services as divisions of L-1 Identity Solutions. This includes Viisage, Identix, Integrated Biometric Technologies, SecuriMetrics and Iridian.

L-1 Identity Solutions also developed a set of highly focused solutions that combines the best products and services of the respective companies to address the identity needs of specific customer sets. These include a focus on the federal, civil, criminal, commercial, border and management markets. Customers can use the L-1 Identity Solution offerings as best-of-breed point products, or together as an end-to-end solution (jargon) end-to-end solution - (E2ES) A term that suggests that the supplier of an application program or system will provide all the hardware and/or software components and resouces to meet the customer's requirement and no other supplier need be involved.

Compare: turn-key solution.
 for solving a variety of identity-related challenges.

"The emergence of L-1 Identity Solutions as a best-of-breed and end-to-end identity management company signifies the coming-of-age of biometric technology specifically and all advanced identity authentication and verification applications holistically," commented Frost & Sullivan Business & Financial Services The examples and perspective in this article or section may not represent a worldwide view of the subject.
Please [ improve this article] or discuss the issue on the talk page.
 Analyst, Rob Allen. "The new organization is well-positioned globally to be involved in critical government deployments as well as commercial applications of all sizes. L-1 will appeal to all client types because it has strong capabilities in core identity management solutions, an experienced management team and driven technical staff."

Company Offers a Unique and Strategic Combination

The L-1 Identity Solutions companies offer added value Added value in financial analysis of shares is to be distinguished from value added. Used as a measure of shareholder value, calculated using the formula:

Added Value = Sales - Purchases - Labour Costs - Capital Costs
 to customers and investors that includes:

--Experienced management team executing a strategic growth plan that is based on a disciplined fiscal approach developed through decades of professional company management experience.

--Notable Board of Directors that includes former directors of the FBI and CIA CIA: see Central Intelligence Agency.


(1) (Confidentiality Integrity Authentication) The three important concerns with regards to information security. Encryption is used to provide confidentiality (privacy, secrecy).
, former Deputy Secretary of the Department of Homeland Security Noun 1. Department of Homeland Security - the federal department that administers all matters relating to homeland security
Homeland Security

executive department - a federal department in the executive branch of the government of the United States
, and others who bring first-hand knowledge and experience in the world's most challenging identity-related security environments.

--Comprehensive end-to-end solutions designed for specific customer markets that encompass the identification of people through biometrics; proofing, enrollment, process and verification of identity data; and production and authentication of secure identity credentials.

--Multi-modal biometric offering for mobile and fixed operating environments that combines the most accurate means of recognizing an individual via their fingerprint, facial image and iris pattern.

--Meeting federal identity needs at all levels, from federal agencies and programs such as Homeland Security Noun 1. Homeland Security - the federal department that administers all matters relating to homeland security
Department of Homeland Security

executive department - a federal department in the executive branch of the government of the United States
 Presidential Directive Noun 1. Presidential Directive - a directive issued by the President of the United States; usually addressed to all heads of departments and agencies
directive - a pronouncement encouraging or banning some activity; "the boss loves to send us directives"
 12 (HSPD-12), passports and visas; to federal mandates such as Transportation Workers Identification Card (TWIC TWIC Transportation Worker Identification Credential (US Transportation Security Administration)
TWIC This Week In Chess
TWIC This Week in Common (Earlham School of Religion)
TWIC Transportation Worker Identity Card
), U.S. DoD Common Access Card (CAC See Consumer Advisory Council. ), and Registered Traveler The Registered Traveler Pilot Program is an airline passenger security assessment system that was tested in the United States air travel industry in 2005. It was used in several U.S.  Program (RT).

--Addressing each step of the secure credentialing process, from identity proofing and enrollment, to verification and issuance. The company has developed more than 2,000 card types and produced in excess of 165 million identification credentials across the U.S. and globally including national ID cards, voter registration Voter registration is the requirement in some democracies for citizens to check in with some central registry before being allowed to vote in elections. An effort to get people to register is known as a voter registration drive. Centralized/compulsory vs.  cards, entitlements cards and driver's licenses.

Management Team Reflects Deep Industry Expertise

The L-1 Identity Solutions management team represents individuals across the various organizations, including partners from private equity firm L-1 Investment Partners and senior executives from the merged and acquired companies. The senior executive team includes:

--Chairman of the Board, President and Chief Executive Officer, Robert LaPenta

--Executive Vice President, Chief Strategic Officer, Dr. Joseph Atick

--Executive Vice President, Chief Financial Officer and Treasurer, James DePalma

--Executive Vice President, Chief Legal Officer and Secretary, Mark Molina

--Executive Vice President, Chief Marketing Officer, Joseph Paresi

--Executive Vice President, Corporate Communications Corporate communications is the process of facilitating information and knowledge exchanges with internal and key external groups and individuals that have a direct relationship with an enterprise. , Doni Fordyce

--Senior Vice President, Finance & Chief Accounting Officer, Vincent D'Angelo

--Senior Vice President and Chief Technology Officer, Dr. Mohamed Lazzouni

--President of Identix, Inc., Jim Moar

--President and Chief Executive Officer of SecuriMetrics, Inc., Greg Peterson Greg Peterson (born January 21 1984) is a defensive tackle for the Tampa Bay Buccaneers. He was drafted by Tampa Bay in the 5th round of the 2007 NFL Draft, and was their first draft pick since 1986. He attended North Carolina Central University.  

--Chief Executive Officer of IBT (1) (Instructor Based Training) Training courses conducted by human teachers.

(2) (Internet Based Training) Training courses provided via the Internet.
, Charles Carroll

--President of the Secure Credentialing Division (formerly Viisage), Jim Ebzery

LaPenta added, "I believe that with L-1 Identity Solutions, we have assembled the best talent, technology and experience in the industry to ensure our success in protecting and securing our borders, individual identities, assets and facilities."

About L-1 Identity Solutions

L-1 Identity Solutions (NYSE NYSE

See: New York Stock Exchange
: ID), formed in 2006 from the merger of Viisage and Identix, 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.

Adjusted EBITDA

Viisage uses Adjusted EBITDA as a non-GAAP financial performance measurement. Adjusted EBITDA is calculated by adding back to net income (loss) interest, taxes, depreciation, amortization, and stock-based compensation expense. Adjusted EBITDA is provided to investors to supplement the results of operations reported in accordance with GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
. Management believes Adjusted EBITDA is useful to help investors analyze the operating trends of the business before and after the adoption of FAS 123(R) and to assess the relative underlying performance of businesses with different capital and tax structures. Management believes that Adjusted 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 Adjusted EBITDA in their communications to investors. By excluding non-cash charges such as amortization, depreciation and stock-based compensation, 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. Management also uses Adjusted EBITDA to evaluate potential acquisitions, establish internal budgets and goals, and evaluate performance.

Viisage considers Adjusted EBITDA to be an important indicator of the Company's operational strength and performance of its business and a useful measure of the Company's historical operating trend. However, there are significant limitations to the use of Adjusted EBITDA since it excludes interest income and expense and income taxes, all of which impact the Company's profitability, as well as depreciation and amortization related to the use of long term assets which benefit multiple periods. Viisage believes that these limitations are compensated by providing Adjusted EBITDA only with GAAP net income (loss) and clearly identifying the difference between the two measures. Consequently, Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss) presented in accordance with GAAP. Adjusted EBITDA as defined by the Company may not be comparable with similarly named measures provided by other entities.

The estimated fourth quarter range of Adjusted EBITDA of $15 to $17 million has been determined by adjusting the estimated net income range of $4.0 to $6.0 million by estimated income taxes of $0.6 million, estimated interest income, net of estimated interest expense of $0.3 million, depreciation and amortization of $9.7 million and stock-based compensation expense of $1.0 million.

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 Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995. These forward-looking statements reflect the Company's current views with respect to the future events or financial performance discussed in this release, based on management's beliefs and assumptions and information currently available. When used, the words "believe", "anticipate", "estimate", "project", "should", "expect", "plan", "assume" and similar expressions that do not relate solely to historical matters identify forward-looking statements. 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 size and timing of contract awards, performance on contracts, performance of acquired companies, availability and cost of key components, unanticipated results from audits of the financial results of the Company and acquired companies, changing interpretations of generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records.

Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting
, outcomes of government reviews, developments with respect to litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called litigation.
 to which we are or may become a party, potential fluctuations in quarterly results, dependence on large contracts and a limited number of customers, lengthy sales and implementation cycles, market acceptance of new or enhanced products and services, proprietary technology and changing competitive conditions, system performance, management of growth, dependence on key personnel, ability to obtain project financing Project financing

A form of asset-based financing in which a firm finances a discrete set of assets on a stand-alone basis.
, general economic and political conditions and other factors affecting spending by customers, and the unpredictable nature of working with government agencies. In addition, such risks and uncertainties include, among others, the following risks: L-1 Identity Solutions will not achieve the expected benefits from the merger, that customers and partners will not react favorably to the merger, risks associated with fully integrating the combined company, the risk that L-1 Identity Solutions may be unable to achieve cost-cutting synergies, and other risks described in Viisage's and Identix' Securities and Exchange Commission filings, including the Registration Statement on Form S-4 and related proxy statement Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 filed with the SEC in connection with the transaction, Viisage's Annual Report on Form 10-K/A for the year ended December 31, 2005 and its Quarterly Reports on Form 10-Q/A for the quarter ended March 31, 2006 and Form 10Q for the quarter ended June 30, 2006 under the captions "Risk Factors" and "Management's Discussion and Analysis Management's discussion and analysis (MD&A)

A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial
 of Financial Condition and Results of Operations," and Identix' Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the year ended June 30, 2005 and its Quarterly Reports on Form 10-Q Form 10-Q

See 10-Q.
 for the quarters ended September 30, 2005, December 31, 2005 and March 31, 2006 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." L-1 Identity Solutions expressly disclaims any obligation to update any forward-looking statements.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1USA
Date:Aug 29, 2006
Words:1951
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