SAFLINK and SSP-Litronic -- Merger Update
SAFLINK via BizWire
Companies Reaffirm Commitment to Strategic Combination
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BELLEVUE, Wash. & IRVINE, Calif.--(BUSINESS WIRE)--April 30,
2004--SAFLINK Corporation (Nasdaq:SFLK), a leading provider of
biometric security solutions, and SSP Solutions, Inc. (Nasdaq:SSPX),
dba SSP-Litronic, a leading provider of secure identity management and
information assurance products, today announced further information
about the planned merger between the two companies.
Both companies have reiterated their firm commitment to the
merger. The companies anticipate filing the joint proxy
statement/prospectus with the Securities and Exchange Commission in
the first half of May. The parties continue to work on integration
planning, and expect a closing date in the third quarter of 2004,
subject to stockholder approval and regulatory review.
"We continue to be enthusiastic about the strategic benefits the
transaction brings to both parties and are pleased with the progress
we have made to date. Both parties are diligently working towards
completing the transaction and remain committed to completing the
merger as planned," said Glenn Argenbright, SAFLINK's president and
chief executive officer. "We are excited about the overwhelming
strategic and financial benefits of our merger, and are now looking
forward to its prompt closing. I believe SSP-Litronic's comprehensive
and secure operating system for smart cards and their PKI products
combined with SAFLINK's biometric security solutions will enable the
combined company to provide governmental and commercial enterprises
the best credential management and authentication solutions on the
market."
SSP-Litronic also announced that it has filed an information
statement with the Securities and Exchange Commission, indicating that
a sufficient number of its stockholders have acted by written consent
to amend its certificate of incorporation, which will cause its
preferred stock to automatically convert into shares of SSP-Litronic
common stock immediately prior to the effective time of the merger.
The action will be effective 20 days after the mailing of the
information statement to the non-consenting stockholders of
SSP-Litronic on the record date for the action, which was April 23,
2004, and the amendment will take effect upon the filing of an
amendment to SSP-Litronic's certificate of incorporation with the
Delaware Secretary of State immediately thereafter. The amendment will
not affect the number of shares of SAFLINK common stock issued to
SSP-Litronic stockholders in the merger, however it satisfies a
closing condition in the merger agreement.
About SAFLINK
SAFLINK Corporation offers software solutions that protect
intellectual property, secure information assets, and eliminate
passwords. SAFLINK's software provides Identity Assurance
Management(TM), allowing administrators to verify the identity of
users and control their access to: computer networks; physical
facilities; applications; manufacturing process control systems; and
time and attendance systems. For more information, please see
www.saflink.com or call SAFLINK at 800-762-9595.
About SSP-Litronic
SSP-Litronic designs and develops innovative data and
communication security solutions for both corporate and government
institutions. SSP-Litronic provides network security, desktop
protection, and high assurance messaging systems for many
organizations of the U.S. Government. For more information, please see
www.ssplitronic.com or call SSP-Litronic at (949) 851-1085.
SSP-Litronic is a dba of SSP Solutions, Inc.
SAFLINK and SSP-Litronic anticipate filing a joint proxy
statement/prospectus with the Securities and Exchange Commission in
connection with the merger. In addition, SAFLINK and SSP-Litronic will
file other information and documents concerning the merger and their
respective businesses with the SEC. WE URGE INVESTORS TO REVIEW THE
JOINT PROXY STATEMENT/PROSPECTUS AND OTHER INFORMATION TO BE FILED
WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
MERGER. Any offer of securities will only be made pursuant to the
joint proxy statement/prospectus. These documents will be available
without charge on the SEC's web site at www.sec.gov and may be
obtained without charge from the SEC at telephone number 800-SEC-0330.
A free copy of the joint proxy statement/prospectus may also be
obtained from SAFLINK and SSP-Litronic.
Forward-Looking Information
Statements made in this press release that state the company's or
management's intentions, beliefs, expectations, or predictions for the
future are forward-looking statements. It is important to note that
the company's actual results could cause actual results to differ
materially from those projected in such forward-looking statements.
Factors that could cause actual results to differ include the
possibility that the merger may not close, the failure of the combined
company to retain key employees, the failure of the combined company
to manage the cost of integrating the businesses and assets of SAFLINK
and SSP-Litronic, general economic conditions, the pace of spending
and timing of economic recovery in the biometric and smart card
industry, the combined company's inability to sufficiently anticipate
market needs and develop products and product enhancements that
achieve market acceptance, and higher than anticipated expenses the
combined company may incur in future quarters. In addition, please
refer to the risk factors contained in SAFLINK's SEC filings,
including, without limitation, SAFLINK's Annual Report on Form 10-K
filed with the SEC on March 30, 2004, and any amendments thereto, and
in SSP-Litronic's SEC filings, including, without limitation,
SSP-Litronic's Annual Report on Form 10-KSB filed with the SEC on
March 30, 2004, and any amendments thereto.