Identiv, Inc. (NASDAQ: INVE), a global digital security and identification leader in the Internet of Things (IoT), today announced that its stockholders approved the asset sale transaction with Vitaprotech, a security solutions provider, at the Company’s Annual Meeting held on June 28, 2024.
The Company sought stockholder approval of the asset sale. Approximately 96% of shares voted were voted ‘FOR’ the asset sale proposal. Approximately 72% of the Company’s outstanding shares voted on the proposal, reflecting high interest in and support of the Company’s strategic direction, as proposed and recommended by the Company’s Board of Directors.
“On behalf of the Board of Directors, we would like to thank our stockholders for their support of the asset sale transaction,” said James Ousley, Chairman of the Board. “Having achieved this important milestone, we look forward to closing the transaction, which provides capital to support the future growth of our IoT business. This includes the accelerated transition of RFID production from Singapore to our facility in Thailand and targeted technology, sales, and business development initiatives to establish leadership in key RFID-enabled IoT applications. We believe the strong vote in favor of the transaction validates the strategic actions taken by the Board to develop and expand the Company’s IoT solutions business.”
The detailed voting results are provided in the Current Report on Form 8-K filed with the SEC on July 2, 2024. The Company has previously received approval or cleared applicable waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the United Kingdom National Security and Investment Act 2021. The only outstanding regulatory condition to closing is clearance from the Committee on Foreign Investment in the United States (CFIUS).
The transaction remains on track to close in the third quarter of 2024, as previously disclosed. Upon closing the transaction, Identiv will receive a cash payment of $145.0 million, subject to customary adjustments pursuant to the terms of the Stock and Asset Purchase Agreement between the parties.
About Identiv
Identiv, Inc. is a global leader in digitally securing the physical world. Identiv’s platform encompasses RFID and NFC, cybersecurity, and the full spectrum of physical access, video, and audio security.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations as well as the current beliefs and assumptions of management of Identiv and can be identified by words such as “anticipate,” “believe,” “continue,” “plan,” “will,” “intend,” “expect,” “outlook,” and similar references to the future. Any statement that is not a historical fact is a forward-looking statement, including statements regarding: the Company’s strategy, plans, initiatives and direction; the Company’s belief that the Annual Meeting voting results reflect high interest in and support of the Company’s strategic direction and maximizing value for its stockholders; the timing of the closing of the transaction; expected amount of proceeds from the transaction; and the terms and conditions related to the transaction, including regulatory approvals. Forward-looking statements are only predictions and are subject to a number of risks and uncertainties, many of which are outside Identiv’s control, which could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the risk that the conditions to the closing of the transaction are not satisfied, including the risk that required regulatory approvals are not obtained; the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement; potential litigation relating to the transaction and the effects of any outcome related thereto; the ability of each party to consummate the transaction on a timely basis, or at all; the failure of the transaction to close for any reason; any purchase price adjustments to the amount of proceeds from the transaction; risks that the transaction disrupts current business, plans and operations of Identiv or its business prospects; diversion of management’s attention from Identiv’s ongoing business; the ability of Identiv to retain and hire key personnel; the effect of the change in management following the completion of the transaction; competitive responses to the transaction; costs, fees or expenses resulting from the transaction; potential adverse reactions or changes to business relationships resulting from the transaction; Identiv’s ability to continue the momentum in its business; Identiv’s ability to successfully execute its business strategy; Identiv’s ability to satisfy customer demand and expectations; the loss of customers, suppliers or partners; the success of Identiv’s products and strategic partnerships; industry trends and seasonality; the impact of macroeconomic conditions and customer demand, inflation and increases in prices; and the other factors discussed in its periodic and other reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended December 31, 2023, Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, definitive proxy statement filed on May 13, 2024 and subsequent reports filed with the SEC. All forward-looking statements are based on information available to Identiv on the date hereof, and Identiv assumes no obligation to update such statements.
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