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November 21, 2007 WOODBURY, N.Y. - Intelli-Check, Inc. announced that it has signed a
definitive agreement to combine with Mobilisa, Inc. The two companies
intend to proceed on the basis of a merger of equals. In return for all
assets, liabilities and equity of Mobilisa, Intelli-Check will be giving
Mobilisa’s shareholders a number of shares
equal to those held by Intelli-Check stockholders and Mobilisa’s
option holders replacement options for those they now hold. The
consummation of the transaction is subject to the approval of the
stockholders of Intelli-Check approving the transaction and an amendment
to Intelli-Check’s certificate of
incorporation to increase the number of authorized shares of
Intelli-Check’s common stock.
Upon merging, Dr. Nelson Ludlow will become the Chief Executive Officer
of Intelli-Check – Mobilisa, Inc. while Mr.
Peter Mundy will remain the Chief Financial Officer and Mr. Russ Embry
will remain the Chief Technical Officer. The board of directors will be
composed of four members named by Mobilisa and four members named by
Intelli-Check. Intelli-Check will also name the Board Chairman while
Mobilisa will select the Vice Chairman and the Audit Committee Chairman.
As a means to transition, Intelli-Check will be retaining Dr. Ludlow to
manage day-to-day operations at Intelli-Check pending the closing of the
merger and his formal designation as CEO. Mr. Jeff Levy will retain the
role and responsibility of interim CEO and Chairman pending the
completion of the merger while delegating authority to Dr. Ludlow to
lead the revenue generating activities of the company.
A merger prospectus is expected to be filed with the SEC as soon as
practicable and, after allowing the minimum required period for review
by the SEC and consideration by the parties’
respective security holders, Intelli-Check will schedule a stockholder
meeting to approve and then consummate the merger.
Jeff Levy, Interim CEO, stated, “On behalf of
the entire Intelli-Check team, I am very pleased to report the signing
of our definitive agreement. The Intelli-Check board of directors is
extremely pleased to make this announcement and we are very excited
about our future prospects with Dr. Ludlow at the helm of the combined
company.”
Dr. Ludlow said “The synergistic benefits of
combining our two companies’ personnel,
products and technologies will make us a stronger company. The merger
will allow us to achieve our goal of providing a ‘total
product offering’, while we will continue to
emphasize customer service and technology innovation. This is a win for
our two companies and a win for our customers.”
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