[LOGO] DBI
DIGITAL BIOMETRICS, INC.
DBI and Shareholder Contact:
Karen Oeser, FitzGerald Communications, 617-588-2216
Visionics Contact:
Frances Zelazny 201-332-9213x205 or
Meir Kahtan, 212-699-6065
[LOGO] VISIONICS
CORPORATION
FACELT(R) FACE RECOGNITION TECHNOLOGY
FOR IMMEDIATE RELEASE
DIGITAL BIOMETRICS INC. AND VISIONICS SIGN DEFINITIVE
MERGER AGREEMENT
TWO INDUSTRY LEADERS COMBINE STRENGTHS TO OFFER INFRASTRUCTURE DEVICES FOR THE
DEPLOYMENT OF BIOMETRICS IN COMMERCIAL AND CONSUMER APPLICATIONS
MINNETONKA, MN AND JERSEY CITY, NJ (Oct. 18, 2000) - Digital Biometrics Inc.
(DBI) (Nasdaq: DBII), the leader in biometric systems engineering and
connectivity and Visionics Corporation, the global face recognition technology
leader, announced today that they have signed a definitive merger agreement. It
was approved unanimously by the Board of Directors of both companies and is
subject to customary shareholder approval and regulatory review.
The merger creates a company that is strategically positioned at the forefront
of the biometrics technology industry, leveraging Visionics' leadership in
technology and innovation with DBI's engineering and manufacturing expertise.
The merged company intends to develop a totally new way of delivering biometrics
on a platform that is scalable, cost-effective and easier for original equipment
manufacturers (OEMs) and developers to adopt.
The merged entity will adopt the Visionics Corporation name. Dr. Joseph J.
Atick, current President and CEO of Visionics will serve as Chief Executive
Officer of the combined entity. John J. Metil, current Executive Vice President
and Chief Operating and Financial Officer of DBI will be appointed President,
and James C. Granger, current President and CEO of DBI will serve as Chairman of
the Board. In a related development, Mr. Metil has been appointed President and
interim CEO of Digital Biometrics effective immediately.
The combined entity plans to offer deployment-ready hardware components - so
called NETWORK APPLIANCES - that support facial recognition and other
biometrics. On these components, developers and OEMs can readily build large
scale applications or solutions in areas such as information security, banking,
access control, law enforcement, ID solutions, CCTV security among others.
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The focus will initially be on offering a hardware encapsulation of Visionics'
FaceIt(R) technology because of its broad appeal. This will deliver facial
recognition capabilities through OPEN SYSTEMS PROTOCOLS to any internet-enabled
device equipped with a digital camera (e.g. ATMs, airline check-in kiosks,
boarding gates, physical access control systems, desktop and laptop computers,
handheld wireless devices with built-in digital cameras, CCTV security cameras,
etc.).
"We see the merger with DBI as an ideal fit and a major step towards dominating
the biometrics-technology market and beyond," said Dr. Joseph J. Atick,
president and CEO of Visionics. "It allows us to enhance our current offering by
adding scalability and connectivity--crucial factors for the mass adoption of
any enabling technology," he continued. "With the merger, we will be able to
better meet the growing needs of our developer partners that are rapidly
deploying our technology in established markets. We will also be positioned well
in the lead to provide biometrics infrastructure technology for adding security
and personalization in emerging commercial and consumer markets, such as
telecommunications. These include M- and E-Commerce and other applications
requiring proof of identity such as in travel and banking. The number of
applications and market segments that we will be able to serve are staggering,"
he concluded.
"Digital Biometrics' strategic objective is to expand the breadth of products we
offer and markets we serve. We are therefore excited by the huge market
potential created by this merger," said John J. Metil, Executive Vice President
of DBI. "Our competitive advantage in the law enforcement market is highlighted
by the creation of the IBIS, the first wireless telecommunications system to
deliver identification in real time. We will now be able to transfer our
knowledge into the commercial and consumer arenas, market segments that have to
date been virtually untapped for reasons that have to do with scalability - in
terms of infrastructure and technology. Ultimately, we believe that the coming
together of two industry leaders translates into improved shareholder value and
a clear path for unprecedented growth."
Both companies emphasized that the joint entity will continue to offer and
support their current product lines, which include biometric capture fingerprint
systems such as the TENPRINTER and the IBIS as well facial recognition software
modules and products. "In addition to targeting the new markets already
outlined, this merger will broaden and improve these offerings," Atick added.
MERGER DETAILS
Under the terms of the agreement, Digital Biometrics will issue approximately 7
million new shares to Visionics' shareholders. Visionics shareholders will own
approximately 30% of the resulting 24 million outstanding shares. The merger
will be a tax-free, stock-for-stock transaction and will be accounted for as a
pooling of interests. The Board of Directors is being represented by SunTrust
Equitable Securities who delivered a fairness opinion on the transaction. The
merger will be subject to customary conditions including regulatory review and
the affirmative vote of shareholders of both companies. The board of directors
of the combined entity will be expanded to eight members through the addition of
two of Visionics' current board
<PAGE>
members, Dr. Atick and Mr. Jason Choo of Lonsdale Group Ltd., a venture capital
investor in Visionics.
FILINGS WITH THE SEC
Digital Biometrics plans to file a Proxy and Registration Statement on Form S-4
with the SEC in connection with the transaction by early November. The Form S-4
will contain a prospectus and other documents. The Form S-4 will contain
important information about Digital Biometrics, Visionics Corporation, the
transaction and related matters. Investors and stockholders should read it
carefully, together with the other documents filed with the SEC in connection
with the transaction before they make any decision with respect to the sale or
purchase of DBI shares. A copy of the merger agreement will be filed by Digital
Biometrics as an exhibit to its Form 8-K. The Form S-4, the Form 8-K and all
other documents filed with the SEC in connection with the transaction will be
available free of charge at the SEC's web site at www.sec.gov. In addition, the
Form S-4, the Form 8-K and all other documents filed with the SEC in connection
with the transaction will be made available to investors free of charge by
calling or writing to DBI.
The two companies will be hosting a joint conference call at 10:30 a.m. EDT
tomorrow, October 19th, to discuss the details of the merger. The dial-in number
for participants in the U.S. is 888-391-6752 and 712-257-2586 outside of the
U.S. A replay of the conference call will be also available for one week at
888-566-0697 in the U.S. and 402-988-0831 internationally.
ABOUT DIGITAL BIOMETRICS
Digital Biometrics (http://www.digitalbiometrics.com) is the leader in biometric
systems engineering and connectivity. The company employs the latest in
biometric identification technology and related management systems to enable
commercial employers and government agencies to check for criminal records among
applicants for employment or permits, and to help law enforcement identify and
track criminals. DBI's offerings include computer-based fingerprinting systems,
photographic systems, multi-media data storage and communications servers, and
the systems integration and software development services required to implement
identification management systems for its customers. The company's newest
product, the IBIS, is the only mobile, hand-held system to capture fingerprint
and photo images remotely, returning identification information wirelessly and
in real-time.
ABOUT VISIONICS CORPORATION
Founded in 1994 and headquartered in New Jersey, Visionics Corporation
(http://www.visionics.com) is the leading developer of facial recognition
technology worldwide. The company has pioneered the field of facial recognition
with its award winning software engine, FaceIt(R), which allows computers to
rapidly and accurately recognize faces. FaceIt(R) is an Enabling Technology with
Mass Appeal(TM) that has been validated in a large number of real-world products
and solutions built by Visionics OEM partners and software developers. These
include Smart CCTV(TM) systems, web-based search engine applications,
mass-market authentication systems for information security, banking and
e-commerce.
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES THAT MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE PROJECTED ON THE BASIS
<PAGE>
OF SUCH FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING STATEMENTS ARE MADE
BASED ON MANAGEMENT'S BELIEFS, AS WELL AS ASSUMPTIONS MADE BY, AND INFORMATION
CURRENTLY AVAILABLE TO, MANAGEMENT PURSUANT TO THE "SAFE-HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. AMONG THE MOST SIGNIFICANT
RISKS AND UNCERTAINTIES WITH RESPECT TO THE MERGER BETWEEN DIGITAL BIOMETRICS
AND VISIONICS ARE OBTAINING REGULATORY AND SHAREHOLDER APPROVAL, FULFILLING THE
CONDITIONS SET FORTH IN THE DEFINITIVE MERGER AGREEMENT FOR THE CLOSE OF THE
ANTICIPATED TRANSACTION, AND THE TIMING OF THE CLOSING OF THE TRANSACTION. WITH
RESPECT TO DIGITAL BIOMETRICS, ITS BUSINESS RISK FACTORS AS A STAND-ALONE ENTITY
INCLUDE THE ABILITY OF THE COMPANY TO MAINTAIN OPERATING PROFITABILITY; TO
DEVELOP, INTRODUCE AND BUILD REVENUE AND PROFIT STREAMS BASED ON NEW PRODUCTS
AND SERVICES IN EXISTING AND EMERGING MARKETS; TO EXECUTE ON CUSTOMER DELIVERY
AND INSTALLATION SCHEDULES AND TO ADJUST TO CHANGES IN THESE SCHEDULES REQUIRED
BY CUSTOMERS; TO MAINTAIN ADEQUATE LIQUIDITY AND WORKING CAPITAL RESOURCES; AND
TO MANAGE THE CONCENTRATION OF ACCOUNTS RECEIVABLE AND OTHER CREDIT RISKS
ASSOCIATED WITH SELLING PRODUCTS AND SERVICES TO GOVERNMENTAL ENTITIES AND OTHER
LARGE CUSTOMERS. FOR A MORE COMPLETE DESCRIPTION OF THESE AND OTHER RISK FACTORS
WHICH MAY AFFECT THE FUTURE PERFORMANCE OF DIGITAL BIOMETRICS ON A STAND-ALONE
BASIS, SEE "RISK FACTORS" UNDER ITEM 7 OF THE COMPANY'S ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1999.
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