Filed by Sensar Corporation
Pursuant to Rule 425 under the
Securities Act of 1933, as amended
Subject Company: Sensar Corporation
Commission File No. 333-34298
Sensar Corporation
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FOR IMMEDIATE RELEASE Contact: Investor Relations
Sensar Corporation
Ph. (801) 350-0587
Fax (801) 350-0825
SENSAR AND NET2WIRELESS REACH AGREEMENT ON ALTERNATIVE TO MERGER
December 5, 2000 - Sensar Corporation (Nasdaq: SCII) announced today that Sensar
and Net2Wireless entered into an agreement as an alternative to the proposed
merger between the two corporations. Under the terms of the alternative
arrangement, Sensar Corporation will receive 3,000,000 shares of common stock of
Net2Wireless and a warrant to acquire an additional 1,000,000 shares at an
exercise price of $10.00 per share in exchange for the release of both parties
from any and all obligations under the merger agreement, Net2Wireless will not
be required to repay the loan of $500,000 advanced by Sensar in February 2000.
In addition, Sensar Corporation will pay $1,500,000 to Net2Wireless in
consideration for a portion of the shares to be acquired by it. The release
agreement replaces the merger agreement, dated as of December 8, 1999, as
amended.
The agreement was negotiated by the parties primarily due to significant
uncertainties regarding Sensar obtaining the required vote to approve the
merger, as well as several significant developments involving Nasdaq.
Net2Wireless will continue to pursue the development of its potential products
as a private company. Sensar Corporation will continue to seek other investment
opportunities while retaining an interest in the future of Net2Wireless.
Mr. Landa, Chairman and CEO of Sensar, stated, "I would have preferred to
complete the merger as originally planned. Nonetheless, we have been able to
acquire a substantial stake in the future of Net2Wireless. Furthermore, we now
have the flexibility to add another business opportunity by which Sensar may
return value to its shareholders." Mr. Landa concluded by wishing David Rubner,
Hemi Davidson and their team the utmost success.
This press release contains certain forward-looking statements concerning the
potential products of Net2Wireless, which are still in the development and
testing stage. The products are subject to all the risks associated with new
market structures and broad based consumer demand. The above statements are not
meant to be predictions of the future and are subject to all of the
uncertainties set forth above and many others that may develop in the future.
This press release is not, and is not intended to be, a proxy solicitation.
Furthermore, this press release is not, and is not intended to be, an offer of
any securities for sale. For further information, please refer to Sensar's
report on Form 10-K/A for December 31, 1999, as amended, and its current filing
on Form S-4.
