UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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o Preliminary Proxy Statement
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o Definitive Proxy Statement
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o Soliciting Material Pursuant to §240.14a-12
L-1 IDENTITY SOLUTIONS, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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On January 18, 2011, L-1 Identity Solutions, Inc. filed a Form 8-K, the text of which is set
forth below:
On January 12, 2011, L-1 Identity Solutions, Inc. (the Company) received notification from the
Federal Trade Commission that the waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended (the HSR Act) applicable to the previously announced Safran merger
transaction was terminated. L-1 continues to expect the Safran merger to close during the first
quarter of 2011, subject to the timing of the Committee on Foreign Investment in the United States
(CFIUS) process in respect of the Safran merger, and assuming satisfaction or waiver of all other
applicable conditions.
With respect to the previously announced sale of L-1s intelligence services business group (the
Intel Sale) to BAE Systems Information Solutions Inc. (BAE Systems), the waiting period under
the HSR Act applicable to the pending Intel Sale has terminated, and the Company and BAE Systems
have received written notice from CFIUS that review of the Intel Sale has concluded and that there
are no unresolved national security concerns with respect to such Intel Sale. L-1 expects the
Intel Sale to close in the first quarter of 2011, subject to the receipt of a U.S. government
customers confirmation of a planned contract novation (as further described below) and assuming
satisfaction or waiver of all of other applicable conditions.
In connection with the pending Intel Sale, on January 14, 2011, the Company delivered notice to BAE
Systems providing for the exercise of the Companys right to extend the outside termination date
under Section 8.1(b) of the Purchase Agreement, dated as of September 19, 2010 (the Intel Purchase
Agreement), by and between the Company and BAE Systems. As previously disclosed, the Intel
Purchase Agreement provides that either party may terminate the agreement beginning on January 19,
2011 (the Outside Date) if the Intel Sale had not been consummated by such date, subject to
certain rights of the parties to extend the Outside Date for an additional two months in certain
circumstances. Pursuant to such rights, the Company has elected (and BAE Systems has agreed) to
extend the Outside Date until March 19, 2011 to allow for additional time to complete the novation
of a certain U.S. government contract as required by the Intel Purchase Agreement. Such contract
and related assets have been transferred to a third party in accordance with the Intel Purchase
Agreement and the parties are waiting for formal confirmation of the novation from the affected
U.S. government customer.
Forward Looking Statements
This document 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 Companys current views based on
managements 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 availability of customer funding for L-1 products and
solutions, general economic and political conditions, the timing of consummating the previously
announced proposed transactions with BAE Systems and Safran SA, the risk that a condition to
closing such transactions may not be satisfied or waived, the risk that a regulatory approval that
may be required for such 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 Companys Form 10-Q for the quarter ended September 30,
2010 and the Form 8-K filed on November 17, 2010. L-1 Identity Solutions expressly disclaims any
intention or obligation to update any forward-looking statements.
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, on January 3, 2011, L-1 filed a
definitive proxy statement on Schedule 14A with the SEC. INVESTORS AND SECURITY HOLDERS OF L-1 ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH
THE SEC IF AND WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED ACQUISITION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT L-1, SAFRAN
AND THE PROPOSED ACQUISITION.
The definitive proxy statement in connection with the proposed merger has been mailed to
stockholders of L-1. Investors and security holders may obtain a copy of the definitive proxy
statement filed on January 3, 2011, and any other documents or related materials (when they become
available) filed with the SEC free of charge at the SECs web site at www.sec.gov. The definitive
proxy statement, and such other documents and related materials, when they become available, may
also be obtained free of charge on L-1s website at www.L1ID.com under the tab Investor Relations
or by contacting L-1s investor relations department at (203) 504-1109.
L-1 and its 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-1s directors and executive officers is set forth in L-1s 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, are set forth in the definitive proxy statement filed
on January 3, 2011.