Identive Group Acquires idOnDemand

Identive Group today announced that it has acquired substantially all of the shares of stock of idOnDemand, Inc., a provider of service-based identity credential provisioning and management. The transaction closed on May 2, 2011. Privately-held idOnDemand is headquartered in Pleasanton, California and maintains data centers in Santa Clara, California and Canberra, Australia. Jason Hart, founder, chief executive officer and the majority shareholder of idOnDemand, will continue to manage the company as a business unit within Identive Group.

idOnDemand is a pioneer of the Software as a Service (SaaS) business model, delivering a managed identity service that allows organizations to use a single, globally-trusted credential for secure access to buildings, computers, mobile devices and corporate information stored in the cloud. Moreover, idOnDemand's service-based solutions provide identity management at a lower cost and with more control than traditional in-house systems. Based on its own strong IP portfolio and IP licensed from ActivIdentity, idOnDemand's technology supports a range of corporate standards, including the strict security and authentication requirements of the U.S. government's FIPS 201 specifications.

Ayman S. Ashour, chairman and chief executive officer of Identive Group, commented, "idOnDemand's SaaS model enhances our ability to provide electronic security credentials for employees, citizens and consumers, with one of the most cost-effective and secure approaches available. The company's commitment to a standards-based approach and its ability to customize solutions is very attractive, as this significantly decreases the challenge and expense of converging physical access systems with IT security. Additionally, this transaction further strengthens Identive's position in the growing near field communication (NFC) solutions market through idOnDemand's patent-pending One-Time Password (OTP) corporate mobile authentication technology. Jason and his team bring deep expertise and experience in the secure identity market and I am very pleased to welcome the idOnDemand team to Identive."

Jason Hart commented, "Identive and idOnDemand share a common vision of enabling trusted electronic interaction for consumers, employees and citizens. The combination of the two organizations' product lines and services delivers superior solutions along the entire secure ID value chain. idOnDemand will now be able to leverage the expertise and resources of other Identive companies to further boost our growth momentum and to expand our market extending partnerships and geographic reach. I am very excited about the greater opportunities with Identive that now lie ahead."

In return for 95.8% of the outstanding shares of idOnDemand, Identive Group paid initial consideration of approximately $2.4 million cash and 995,675 shares to a group of selling shareholders of idOnDemand. Total consideration also includes an earn-out worth up to approximately $21.0 million in shares of Identive common stock, dependent on the achievement of specific EBITDA and sales performance targets over the next three years and eight months. The shares issued at closing are subject to a two-year lock-up from the closing date of the acquisition, after which shares will be released from lock-up monthly, in equal amounts over a 12-month period. In addition, up to 425,000 shares will be released from lock-up six months following the closing date. Any shares issued in connection with the earn-out will be subject to a 12-month lock-up from date of issuance. Total Identive shares issued as consideration in the transaction are capped at 19.9% of Identive's common stock issued and outstanding as of April 29, 2011.