EXHIBIT 99.1
VASCO Reaches Agreement With Ubizen N.V. to Redeem Ubizen's USD 15 Million
Investment in VASCO for USD 4 Million in Cash and 2 Million Shares of VASCO
Common Stock
Agreement with Ubizen is Another Important Milestone in VASCO's Recent Success
OAKBROOK TERRACE, Illinois and BRUSSELS, Belgium - July 17, 2003 - VASCO (Nasdaq
SC: VDSI; www.vasco.com), a global provider of enterprise-wide security products
that support e-business and e-commerce, today announced that it and Ubizen N.V.
had signed a definitive agreement whereby VASCO would purchase and redeem all of
the VASCO Series C Convertible Preferred Stock and Common Stock Purchase
Warrants owned by Ubizen. Under the terms of the Agreement, VASCO will pay
Ubizen USD four (4) million in cash and issue two (2) million shares of VASCO
Common Stock.
Under the terms of the Purchase Agreement, VASCO will pay Ubizen USD three (3)
million and issue two (2) million shares of VASCO Common Stock on or before July
25, 2003. VASCO will pay Ubizen an additional USD one (1) million on or before
November 14, 2003. The Common Stock issued by VASCO will be subject to a lock-up
period wherein the lock-up will expire in increments of 500,000 shares each on
October 15, 2003, January 15, 2004, April 15, 2004, and July 15, 2004. Once the
lock-up expires, the shares will be subject to volume trading restrictions
through January 1, 2005.
The Series C Convertible Preferred Stock along with warrants to purchase
1,269,474 shares of VASCO common stock were originally sold to Ubizen for USD 15
million in July 2000. The Preferred Stock was subject to a mandatory redemption
feature that would have been effective in July 2004. At the mandatory conversion
date, VASCO was obligated to either redeem the Preferred Stock for USD 15
million in cash or issue an equivalent value in VASCO Common Stock at a per
share price that was calculated to be equal to the average trading price of
VASCO's Common Stock for the 30 trading dates prior to the redemption date less
five (5) percent.
"After obtaining a positive cash flow, profitability and the sale of VACMAN
Enterprise, this agreement is another important objective that VASCO's
management team has attained in order to move the company forward." stated T.
Kendall Hunt, Chairman and CEO. "It has become apparent that the market, our
customers, and financing sources were all concerned about the dilution that may
have resulted if the Preferred Stock reached the mandatory conversion date. With
this Agreement in place, VASCO can now work more effectively with all parties.
We are very glad that, after having proven to the market to be a profitable
company by announcing two strong quarters, we were able to reach this agreement
on positive terms. While we still have some work to do to finalize other
financing arrangements, those arrangements will be easier to address with the
issue of the mandatory conversion behind us. "
ABOUT VASCO: VASCO designs, develops, markets and supports patented "Identity
Authentication" products for e-business and e-commerce. VASCO's Identity
Authentication software is delivered via its Digipass security products, small
"calculator" hardware devices carried by an end user, or in a software format on
mobile phones, other portable devices, and PCs. For user access control, VASCO's
VACMAN products guarantee that only designated Digipass users get access to the
application. VASCO's target markets are the applications and their several
hundred million users that utilize fixed passwords as security. VASCO's
time-based system generates a "one-time" password that changes with every use,
and is virtually impossible to hack, or break. With 10 million Digipass products
sold and ordered, VASCO has established itself as a world-leader for strong
Identity Authentication with 200 international financial institutions,
approximately 1000 blue-chip corporations, and governments representing more
than 50 countries.
Forward Looking Statements
Statements made in this news release that relate to future plans, events or
performances are forward-looking statements. Any statement containing words such
as "believes," "anticipates," "plans," "expects," and similar words, is
forward-looking, and these statements involve risks and uncertainties and are
based on current expectations. Consequently, actual results could differ
materially from the expectations expressed in these forward-looking statements.
Reference is made to the Company's public filings with the US Securities and
Exchange Commission for further information regarding the Company and its
operations.
More information is available at www.vasco.com.
For more information contact:
Media: Jochem Binst: +32 2 456 9810, JBINST@VASCO.COM
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Investor Relations: Tony Schor, President, Investor Awareness, Inc.:
847-945-2222, TONYSCHOR@INVESTORAWARENESS.COM
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About Ubizen
Ubizen(R) is the principal provider of Managed Security Solutions for global
businesses.
Companies rely on Ubizen OnlineGuardian(R) services to manage, monitor and
support security devices 24x7x365. Ubizen's Professional Services complement
Ubizen OnlineGuardian managed services, by helping enterprises plan and
implement security policies and infrastructures. Ubizen is also pioneering
solutions for Application Security.
For more information visit www.ubizen.com
For further information, please contact:
At Ubizen:
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Stijn Bijnens - CEO
Jean-Marc Roelandt - CFO
phone + 32 16 287 000
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END OF FILING