ActivCard S.A. Announces Intent to Repurchase Non-Tendered ActivCard
S.A. Shares SURESNES, France, March 17 /PRNewswire-FirstCall/ — ActivCard S.A., a subsidiary of ActivCard Corp. (Nasdaq: ACTI; Nasdaq Europe: ACTI), today announced that it intends to seek shareholder approval for a reduction in its share capital for the purpose of repurchasing a total of up to two (2) million ordinary shares and American depositary shares (“ADSs”) of ActivCard S.A., which represents the approximate number of securities currently held by holders other than ActivCard Corp. The share repurchase will give the ActivCard S.A. security holders who did not tender their securities in the ActivCard Corp. public exchange offer, which closed on February 3, 2003, the opportunity to dispose of their ActivCard S.A. securities. ActivCard Corp. will not tender its shareholdings of ActivCard S.A in this offer, and this repurchase offer does not involve any repurchase of ActivCard Corp. shares.
In order to approve the reduction in capital and share repurchase, ActivCard S.A. will call an extraordinary shareholders’ meeting that is expected to be held on May 15, 2003. The ActivCard S. A. shareholders’ meeting will deliberate on the following agenda: A reduction in its share capital and a repurchase of up to two (2) million ordinary shares and ADSs at a per share price intended to be equal to ActivCard Corp. shares’ prior trading day closing price as reported on Nasdaq. ActivCard S.A. currently intends to keep the offering period open for at least 20 business days following its shareholders’ meeting.
ActivCard, www.activcard.com, is the leader in IDentity Management (IDM) software for remote access, single sign-on and digital ID card solutions. Our scalable IDM and strong authentication solutions are trusted by organizations — from enterprise to governments around the world. ActivCard IDM systems deliver maximum Return On Identity(TM) (ROI) through increased security, reduced cost, and user convenience. The modular product design allows our customers to add capabilities as required, preserving their investment.
NOTE: ActivCard is a registered trademark and ActivCard Return on Identity is a trademark of ActivCard in the United States and/or other countries. All other trademarks are the property of their respective owners in the United States and/or other countries.
The statements in this press release that are not historical facts are forward-looking statements that involve risks and uncertainties, including risks associated with the intended tender offer and risks identified in the company’s filings with the SEC. Actual results, events and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. ActivCard disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities of ActivCard S.A. The solicitation of offers to buy securities of ActivCard S.A. will only be made pursuant to a tender offer statement (including an offer to purchase, the related form of acceptance and letter of transmittal and other offer documents), which will be delivered to all of the holders of common shares and ADSs of ActivCard S.A., at no expense to them. The tender offer statement (including an offer to purchase, the related form of acceptance and letter of transmittal and other offer documents) to be filed with the U.S. Securities and Exchange Commission will also be available for no charge from ActivCard and at the SEC’s web site at www.sec.gov. We urge investors to read these documents because they will contain important information regarding ActivCard and the tender offer.