www.authentec.com
AuthenTec is a provider of security, identity management and touch control technologies for personal computer, wireless device and information technology markets. The Company provides a series of products, including fingerprint sensors, software and intellectual property cores.
AuthenTec acquires UPEK In Deal Worth Up To $31 million
AuthenTec (NASDAQ:AUTH), a provider of fingerprint security technology based in Florida, announced that it has acquired privately-held industry peer, UPEK.
UPEK’s fingerprint authentication hardware and software are integrated into laptops from four of the world's top five largest PC makers, as well as various USB flash drives, external hard disk drives, and mobile phones. UPEK also provides consumer packaged products including the Eikon Digital Privacy Manager, a fingerprint reader that supports PCs and Macs. UPEK had unaudited revenue of $18 million in 2009 and $11.7 million in unaudited revenue in the first half of 2010.
In exchange for UPEK’s shares, AuthenTec offered 5.9 million shares of its common stock and a convertible promissory note with a $21.6 million principal amount. The note obligation can be satisfied with either 8 million shares of AuthenTec common stock, which needs to receive shareholder approval, or the repayment of principal. If shares are issued to satisfy the note, UPEK would own 31% of the combined company.
Using AuthenTec’s September 3 closing price of $1.67, the deal gives UPEK a valuation of $23.21 million to $31.45 million, depending on whether the 8 million share issuance receives approval from AutheTec’s shareholders.
AuthenTec announced that Larry Ciaccia will replace Scott Moody, AuthenTec’s founder, as the CEO of the newly combined company. Scott Moody will continue to be a member of the board of directors. AuthenTec will also add two new directors from UPEK to its board, Dr. Ronald Black and Jean Schmitt. AuthenTec has also appointed Philip Calamia as interim CFO.
Commenting on the merger, Larry Ciaccia said,"Together, we are able to achieve enhanced profitability through synergistic cost reductions, gain depth and expertise as an expanded global team advancing our technology and product roadmaps, and add to an unmatched patent portfolio."
“By combining with UPEK, we gain a team with a proven track record in biometrics, a large installed base for its Protector Suite(TM) software application, a higher margin government biometric business, and a leading position with a top five PC OEM [original equipment manufacturer].”
The transaction is expected to produce in excess of $10 million in cost synergies and the transaction will be accretive to AuthenTec’s earnings per share by the second quarter of 2011. After the merger, AuthenTec will have a total of 200 issued and filed US patents.




















