ID Watchdog, Inc. (TSX VENTURE: IDW) (OTC: IDWAF) ("ID Watchdog" or the "Company"), provider of consumer-facing identity theft protection and resolution services, announced today that it has entered into a definitive merger agreement providing for the acquisition by a subsidiary of Equifax Inc.
DENVER, June 16, 2017 /PRNewswire/ -- ID Watchdog, Inc. (TSX VENTURE: IDW) (OTC: IDWAF) ("ID Watchdog" or the "Company"), provider of consumer-facing identity theft protection and resolution services, announced today that it has entered into a definitive merger agreement providing for the acquisition by a subsidiary of Equifax Inc. (NYSE: EFX) ("Equifax") of all of the issued and outstanding Ordinary Shares of the Company for USD $63,335,000 in cash, which equates to approximately USD$0.40 per Ordinary Share. The purchase price represents a premium of 77% of the closing price of the Company's Ordinary Shares on the TSX Venture on June 15, 2017. The transaction is structured as a statutory merger and is expected to be completed in the third quarter of 2017.
"The Company has experienced tremendous growth over the last several years and we are proud of our significant accomplishments," said Michael Greene, CEO of the Company. Mr. Ramsay, CIO of the Company stated, "Combining ID Watchdog's award-winning identity theft protection services with the unique data, insights, and solutions powered by Equifax, will accelerate innovation and service development, enhancing the experience for current and prospective ID Watchdog customers."
Recommendation of the ID Watchdog Board of Directors
The Board of Directors of the Company, after consulting with its financial and legal advisors, has determined that the merger is in the best interest of the Company and its shareholders and that the consideration being offered to the Company's shareholders is fair from a financial point of view. The Board of Directors has resolved to recommend that the Company's shareholders vote their shares in favor of the merger at a meeting of shareholders to consider the merger, which is expected to be held in early August 2017.
Additional Information on the Merger
The definitive merger agreement contains a non-solicitation covenant on the part of ID Watchdog, subject to customary "fiduciary out" provisions, with Equifax being entitled to a termination payment of USD$2,120,000 in certain circumstances. Completion of the merger is subject to customary closing conditions, including approval of two-thirds of the votes cast by holders of Ordinary Shares in person or by proxy at the meeting of shareholders in accordance with applicable securities laws. The merger is not subject to any financing condition.
ID Watchdog shareholders will be asked to vote on the merger at a special meeting of the Company's shareholders, which is expected to be held in early August 2017. Full details of the merger will be included in the Company's information circular to be mailed to holders of ID Watchdog's Ordinary Shares in accordance with applicable securities laws. A copy of the definitive merger agreement, the information circular, and related documents will be filed with Canadian securities regulators and will be available at www.sedar.com.
Certain directors, officers and other shareholders of the Company, representing approximately 8.7% of the Company's issued and outstanding Ordinary Shares, have entered into voting agreements with Equifax pursuant to which they have agreed to vote their shares in favor of the merger, subject to the terms and conditions of such agreements.
Teknos Associates LLC has issued an opinion that the consideration to be received by ID Watchdog's shareholders in the merger is fair, from a financial point of view, to such shareholders.
ID Watchdog's financial advisor is Headwaters MB. ID Watchdog's legal advisors are Polsinelli PC, Fogler, Rubinoff LLP and Walkers. Equifax's legal advisor is King & Spalding LLP.
About ID Watchdog: ID Watchdog provides award-winning identity theft protection and resolution services to the employee benefits marketplace and also offers breach resolution, white label, wholesale, and embedded programs. Founded in 2005 and headquartered in Denver, Colorado, ID Watchdog leverages proprietary technology that searches billions of data points to detect changes in the personal identity profiles of each subscriber and provides immediate resolution services.
ID Watchdog holds six industry awards for its identity protection software and service. The Company has been recognized for its leadership in identity theft protection, detection, and resolution as well as for its innovative technology, premier customer service, and personalized communication.
About Equifax: Equifax is a global information solutions company that uses trusted unique data, innovative analytics, technology and industry expertise to power organizations and individuals around the world by transforming knowledge into insights that help make more informed business and personal decisions. The company organizes, assimilates and analyzes data on more than 820 million consumers and more than 91 million businesses worldwide, and its database includes employee data contributed from more than 7,100 employers.
Headquartered in Atlanta, Ga., Equifax operates or has investments in 24 countries in North America, Central and South America, Europe and the Asia Pacific region. It is a member of Standard & Poor's (S&P) 500® Index, and its common stock is traded on the New York Stock Exchange (NYSE) under the symbol EFX. Equifax employs approximately 9,700 employees worldwide.
Some noteworthy achievements for the company include: Named to the Top 100 American Banker FinTech Forward list (2015-2016); named a Top Technology Provider on the FinTech 100 list (2004-2016); named an InformationWeek Elite 100 Winner (2014-2015); named a Top Workplace by Atlanta Journal Constitution (2013-2017); named one of Fortune's World's Most Admired Companies (2011-2015); named one of Forbes' World's 100 Most Innovative Companies (2015-2016). For more information, visit www.equifax.com.
This press release contains opinions, forecasts, projections, and other statements about future events or results that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and financial outlook and forward looking information within the meaning of applicableCanadian securities laws (collectively, "forward-looking statements"). All statements, other than statements of historical fact, that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current economic and industry conditions, expected future developments and other factors they believe to be appropriate. Such forward-looking statements include, but are not limited to, statements about: expectations with respect to the merger, future revenue and the growth of revenue including growth from our Employee Benefit Channel; our business strategies; our ability to grow in both the near and long term and the funding of our growth opportunities; the plans, objectives, expectations and intentions of the company regarding revenue growth; and the future development of the Company's business.
The forward-looking statements included in this release are also subject to a number of material risks and uncertainties, including but not limited to economic, approval, competitive, governmental, and technological factors affecting the merger and our operations, markets, services and prices. Such forward-looking statements are not guarantees of future performance, and actual results, developments and business decisions may differ from those envisaged by such forward-looking statements. We identify the principal risks and uncertainties that affect our performance in the Company's filings with Canadian regulators at www.sedar.com. Furthermore, the forward-looking statements and financial outlook contained in this release are made as at the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements and financial outlook, whether as a result of new information, future events or otherwise, except as may be required byapplicable securities laws. The Company's forward-looking statements are expressly qualified in their entirety by this cautionary statement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE ID Watchdog, Inc.