PRESS RELEASES
IQ
Biometrix And Wherify Wireless Announce Merger
COMBINED
COMPANY TO BE A GLOBAL LEADER IN HOMELAND SECURITY, LAW
ENFORCEMENT AND WIRELESS GPS TRACKING
Fremont
and Redwood Shores, California: April 15, 2004 - IQ Biometrix,
Inc. (OTC: IQBM.BB) and Wherify Wireless, Inc. of Redwood
Shores, California today announced that they have entered
into a definitive agreement and plan of merger. Under the
Agreement, Wherify will become a wholly-owned subsidiary
of IQ Biometrix in a tax-free reorganization. IQ Biometrix
as the surviving entity will change its name to Wherify
Wireless, Inc.
William
Scigliano, the President and CEO of IQ Biometrix said: “The
mission of IQ Biometrix is to provide systems and solutions
to protect people, property and the homeland. This merger
marks a significant advancement in accomplishing our goals.
We look forward to working with our friends at Wherify in
building a leading company in worldwide security and public
safety systems.”
Timothy
Neher, the President and CEO of Wherify Wireless Inc said:
“Our technological breakthroughs and our network of
strategic partners has made the integration of satellite
positing, global tracking and two way communications both
possible and affordable. Our merger with IQ Biometrix will
accelerate our strategic plan and allow us to capitalize
on their penetration of the law enforcement industry. We
look forward to robust growth.”
The
proposed transaction, which has been unanimously approved
by the boards of directors of both companies, is a continuation
of IQ Biometrix’s growth strategy. The proposed merger
with Wherify is expected to increase the critical mass of
IQ Biometrix’s business, diversify its customer base,
and provide additional cash resources.
Terms
of the Acquisition
The
boards of Wherify and IQ Biometrix expect the transaction
to be completed as promptly as practicable after the satisfaction
of certain conditions, including, but not limited to, Wherify’s
execution of a reseller, distribution or similar agreement
with a nationally recognized company covering Wherify’s
products. The transaction is also subject to 90% of the
shareholders of Wherify who hold .5% or more of Wherify
Capital Stock executing a lock-up agreement with respect
to the shares of IQ Biometrix to be received in the transaction
and the requirement that IQ Biometrix have at least $4 million
in cash or cash equivalents on its balance sheet, and other
customary closing conditions. Consummation of the transaction
is also subject to approval of the transaction by the shareholders
of both companies. IQ Biometrix will also seek a fairness
opinion prior to submitting the proposal to its stockholders
At closing
of the proposed transaction, IQ Biometrix expects to issue
approximately 32 million shares of its common stock taking
into account a one-for-four reverse stock split of the outstanding
common stock of IQ Biometrix but excluding employee stock
options of both companies, to the Wherify shareholders as
consideration for the proposed acquisition.
At closing,
for every share of Wherify capital stock held as of the
record date, it is anticipated that each Wherify shareholder
will receive approximately 4 shares of IQ Biometrix common
stock based on the current capitalization of IQ Biometrix
and Wherify, and assuming a one-for-four reverse stock split
of the outstanding common stock of IQ Biometrix but excluding
employee stock options of both companies. In addition, IQ
Biometrix will assume outstanding Wherify stock options
for the purchase of approximately 700,000 shares, which
shall be converted into the right to receive IQ Biometrix
shares on the same exchange basis. Following completion
of the transaction, the current shareholders of IQ Biometrix
and Wherify will own approximately 20% and 80% of the combined
company, respectively.
I mportant Additional Information will be filed with the
Securities Exchange Commission
IQB
plans to file with the SEC a Registration Statement on Form
S-4 in connection with the transaction and IQB and Wherify
plan to file with the SEC and mail to the shareholders of
Wherify and the stockholders of IQB, a Joint Proxy Statement/Prospectus
in connection with the transaction. The Registration Statement
and the Joint Proxy Statement/Prospectus will contain important
information about IQB, Wherify, the transaction and related
matters. Investors and security holders are urged to read
the Registration Statement and the Joint Proxy Statement/Prospectus
carefully when they are available. This summary of this
transaction is qualified in its entirety by the Agreement
and Plan of Merger to be filed by IQ Biometrix pursuant
to an 8-K filing with the SEC.
About
Wherify Wireless, Inc:
Wherify
Wireless, Inc. is a privately-held developer of patented
wireless location products and services. Its products and
services are used specifically for child safety, parental
supervision, personal protection, Alzheimer and memory loss
supervision, law enforcement, animal identification and
property asset tracking. The company's proprietary integration
of the US Government’s Global Positioning System (GPS),
Wherify’s patented back-end location service, and
wireless communication technologies will enable customers
to obtain real-time location information for individuals
and property directly through the Internet or any phone.
Wherify Wireless, founded in March 1998, is located in Redwood
Shores, California. For more information or to purchase
Wherify’s products, visit the Company’s website
at www.wherifywireless.com
About
IQ Biometrix Inc:
IQ Biometrix,
Inc. (IQBM) provides law enforcement and security technology
solutions for government and private industry. IQ Biometrix,
an innovative California-based company is a leading provider
of facial composite technology for law enforcement agencies
in North America. FACES(TM) is currently used by thousands
of policing agencies worldwide, including the Central Intelligence
Agency and the Federal Bureau of Investigation. IQBM is
currently developing new applications based on this foundation
technology tailored to meet the needs of national, business
and personal security. Its solutions practice is focused
on integrating IQBM and partner technologies to provide
customized responses to client needs. Further information
about IQBM can be found at www.iqbiometrix.com.
Statements
in this press release regarding the proposed transaction
between IQB and Wherify, the expected timetable for completing
the transaction, future financial and operating results,
benefits and synergies of the transaction, future opportunities
for the combined company and any other statements about
IQB or Wherify managements’ future expectations, beliefs,
goals, plans or prospects constitute forward-looking statements
within the meaning of the Private Securities Litigation
Reform Act of 1995. Any statements that are not statements
of historical fact (including statements containing the
words “believes,” “plans,” “anticipates,”
“expects,” “estimates” and similar
expressions) should also be considered to be forward-looking
statements. There are a number of important factors that
could cause actual results or events to differ materially
from those indicated by such forward-looking statements,
including: the ability to consummate the transaction, the
ability of IQB to successfully integrate Wherify’s
operations and employees, the ability to realize anticipated
synergies and cost savings; recovery of industry demand,
possible disruption in IQB’s or Wherify’s commercial
activities caused by terrorist activities or armed conflicts,
the related impact on margins, expansion of our business
operations, quarterly variations in results, intellectual
property issues and the other factors described in IQB’s
Annual Report on Form 10-KSB for the year ended June 30,
2003, as amended and IQB’s most recent quarterly reports
on Form 10-QSB submitted to the SEC. IQB disclaim any intention
or obligation to update any forward-looking statements as
a result of developments occurring after the date of this
press release.
This press release is not an offer to sell, or a solicitation
of an offer to buy, any ordinary shares in IQB.
CONTACT:
Mike Walsh, CFO
IQ Biometrix, Inc.
888-321-5553
Bob
Stern, Director Of Corporate Communications
Wherify Wireless, Inc
650-551-5271
Liviakis
Financial Communications
John Liviakis
415-389-4670
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