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L-1 Identity Solutions completes acquisition of ComnetiX

Fasken
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Overview

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Confidential Client

On February 21, 2007, ComnetiX Inc. announced that L-1 Identity Solutions, Inc. had completed its previously-announced acquisition of all of the outstanding shares of ComnetiX at a price of US$1.17 per share, for a total purchase price of approximately US$17.83 million. In light of the acquisition, the common shares of ComnetiX were delisted from the Toronto Stock Exchange at the close of trading on February 23, 2007. The acquisition was structured as an arrangement under the Canada Business Corporations Act. Northern Financial Corporation, a Canadian merchant bank and the largest shareholder of ComnetiX, opposed the original offer by L-1 at US$0.82 per share and solicited proxies to vote against the arrangement at the proposed shareholders meeting. However, Northern agreed to support the arrangement when the price was increased to US $1.17 per share. Northern was advised in this transaction by Fasken Martineau with a team comprised of Sean Stevens, Jeff Kaufman and David Hausman. Fasken Martineau acted both in connection with the acquisition of ComnetiX by L-1 and the competing offer for ComnetiX launched by Bio-key International, Inc. Northern Financial Corporation wholly owns Northern Securities Inc., a full service investment dealer that provides financial advisory services to retail and institutional clients and investment banking services to small capitalization companies.

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