Viisage and Identix to Merge to Create Biometric Identity Solution Leader

Business Wire, Jan 12, 2006

BILLERICA, Mass. & MINNETONKA, Minn. -- Viisage Technology, Inc. (Nasdaq: VISGD) and Identix Incorporated (Nasdaq: IDNX):

--Establishes the Industry's Most Comprehensive Multi-Modal Biometric Platform for Securing and Protecting Personal Identities

--Management Team to be Led by Robert V. LaPenta as Chairman and Chief Executive Officer

--Combined Pro Forma Calendar 2006 Estimated Revenue of $220 Million and EBITDA of at Least $40 Million

Identity solutions provider Viisage Technology, Inc. (Nasdaq: VISGD) and biometric technology innovator Identix Incorporated (Nasdaq: IDNX) today announced they have entered into a definitive agreement to merge in an all stock transaction. The combined company will blend two complementary approaches to solving the challenge of protecting and securing personal identities by establishing the industry's most comprehensive single platform for multi-modal finger, face, skin and imaging identity solutions. The combination has been approved by the respective boards of directors of each company.

The combined company, on a pro forma calendar 2006 basis, is expected to have revenue of approximately $220 million and EBITDA of at least $40 million, including synergies and operating efficiencies.

Under the terms of the transaction, Identix shareholders will receive a fixed exchange ratio of 0.473 newly issued shares of Viisage stock for each share of Identix stock. The transaction is expected to be tax-free to shareholders of both companies for U.S. federal income tax purposes. Based on Viisage's closing stock price of $17.69 on January 11, 2006, the transaction is valued at approximately $770 million on a fully diluted basis.

Upon completion of the transaction, current Identix shareholders will own approximately 59 percent of the combined company and current Viisage shareholders will own approximately 41 percent of the combined company. The combined company's board of directors will consist of 12 directors, with seven of the members designated by Viisage and affiliates and five designated by Identix. The headquarters of the combined company will be in Stamford, Connecticut. In addition, certain affiliates of both Viisage and Identix have agreed to vote their shares in favor of the merger.

Following the close of the transaction, the company expects to evaluate alternatives for repurchasing outstanding shares, including the potential issuance of convertible debt.

"The combination of Identix' advanced multi-biometric search technology with Viisage's expertise in secure credentials, document authentication and verification will create a global leader in biometric security, providing end-to-end identity solutions for state, local, national and foreign government use, as well as a wide application across the commercial sector," said Robert V. LaPenta, Chairman of the Board of Viisage. "With its proven technology, strength of management and services, and marquee customer base, the combined entity has the ability to achieve significant revenue growth and profitability."

Upon completion of the merger, Mr. LaPenta, Viisage's Chairman, will become Chairman and Chief Executive Officer of the combined company. Mr. LaPenta is the Chairman, CEO and founder of L-1 Investment Partners, Chairman of the Board of Viisage, and former President, Chief Financial Officer and co-founder of L-3 Communications. Dr. Joseph J. Atick, currently Chief Executive Officer of Identix, will become Vice Chairman of the combined company's Board of Directors and Chief Strategic Officer.

"This is a fantastic opportunity for the new company's shareholders, employees and customers and will create a formidable combination in the identity solution / management and biometrics sector," said Dr. Joseph J. Atick, CEO of Identix.

Unlocking the Potential of Strong Synergies

Driven by a combined global sales force, the merger unlocks the potential of both organization's strengths in biometrics, credentialing and imaging solutions and offers many natural synergies. For example, Viisage and Identix each have current customer relationships today with the Department of State, with Identix providing biometric facial recognition products for the U.S. VISA program and Viisage acting as the sole source provider for U.S. passports.

The combined technologies are uniquely suited to support multiple identity programs including visa and passport issuance, border control and security, voting program integrity, secure logical access for enterprise and government, and the myriad of government-related access card requirements. In addition, the new company also can successfully meet rigorous government mandates including HSPD12, TWIC, WHTI, US- VISIT, Registered Traveler, HAZMAT, Real ID and ePassport, among others.

The merger positions the new company as a market leader in the biometrics sector. The combined capabilities allow the new company to effectively compete for approximately 80 percent of a market opportunity projected by Frost & Sullivan to reach $3.5 billion by 2008*.