Oslo, Norway, July 21, 2023 - IDEX Biometrics ASA (Nasdaq: IDBA) ("IDEX" or the
"Company"), a global technology leader in fingerprint biometrics, offering
authentication solutions across payments, access control and digital identity,
today announced it has given formal notice to the Nasdaq Stock Market of the
Company's intention to voluntary delist American Depositary Shares ("ADSs')
representing its ordinary shares, which is anticipated to be effective prior to
the opening of trading on August 10, 2023. Each ADS represents 75 ordinary
shares of the Company.
Ordinary shares of IDEX Biometrics have been listed on the Oslo Bors since May
11, 2015, under the ticker IDEX.OL. The ordinary shares trade in Norwegian
krone. The Company subsequently listed the ADSs on The Nasdaq Capital Market in
March 2021 under the ticker IDBA. The ADSs trade in U.S. dollars.
"We undertook a thorough and thoughtful review of our cost structure, including
costs associated with being a Nasdaq-listed and SEC reporting company, as part
of an overall effort to streamline operations. By consolidating trading in IDEX
securities on the Oslo Bors, we believe that we will be able to improve the
Company's operating efficiency and reduce corporate costs in line with our
strategy to prioritize our resources on R&D and commercialization," said Vince
Graziani, Chief Executive Officer of IDEX.
The ADS delisting will have no impact on the Company's accounting standards, and
IDEX intends to continue its disclosures in compliance with applicable Norwegian
financial market regulations. IDEX intends to file a Form 25 and, thereafter, a
Form 15F with the Securities and Exchange Commission ("SEC") within the coming
weeks to initiate the removal of the ADS listing and deregistration of the ADSs
and underlying ordinary shares under the Securities Exchange Act of 1934, as
amended ("Exchange Act"), and expects the ADS delisting to become effective on
or around August 10, 2023, at which time the Company's ADSs will no longer trade
on The Nasdaq Capital Market and the IDEX reporting obligations with the SEC
will be suspended. The Company expects that the deregistration of the ADSs and
the underlying ordinary shares under the Exchange Act will become effective on
or around October 29, 2023. The documents filed with the SEC will be available
on the Company's website: https:idexbiometrics.com/investors/regulatory-
releases/
Information for ADS Holders
The Bank of New York Mellon serves as depositary (the "Depositary") for the
Company's ADS facility. Each ADS represents 75 of our ordinary shares. The
Depositary intends to terminate the Deposit Agreement, dated February 26, 2021,
among us, the Depositary and owners and holders of ADSs (the "Deposit
Agreement") on October 19, 2023.
Under the terms of the Deposit Agreement, ADS holders have until at least
October 19, 2023 to surrender ADSs for delivery of the underlying ordinary
shares. If you surrender ADSs for delivery of the underlying shares, you must
pay a cable fee of $17.50. In order to exchange ADSs for the Company's ordinary
shares, ADS holders should instruct their brokers to surrender ADSs to The Bank
of New York Mellon (DTC No. 2504). In connection with this surrender, brokers
should include ongoing ordinary share delivery instructions in the comments
field within DTC, including information such as the name and BIC of the
appropriate local bank/broker and/or appropriate delivery code, beneficiary name
and account number. U.S. brokers holding ADSs on behalf of their clients, can
reach out to DRSettlements@BNYMellon.com for questions regarding the conversion
and settlement process.
Subsequent to October 19, 2023, the Depositary may elect to sell the underlying
shares. If the Depositary has sold such shares, holders of ADSs must surrender
such securities in order to obtain payment of the sale proceeds of the
underlying ordinary shares, net of the expenses of sale, any applicable U.S. or
local taxes or government charges and a cancellation fee of up to $0.05 per ADS.
To surrender ADSs, the address of the Depositary is: The Bank of New York
Mellon, 240 Greenwich Street, Depositary Receipts Division - 8th Floor,
Attention: Cancellation Desk, New York, NY 10286. Registered or overnight mail
is the suggested method of delivering ADSs to the Depositary. For Settlement
specific inquiries, please contact DRsettlements@bnymellon.com.
Investors may still present ADSs to The Bank of New York Mellon. Investors will
receive either the underlying shares (if those have not yet been sold by the
Depositary) or the cash received by the Depositary received upon sale of
underlying shares, net of fees, if those underlying shares were sold. For more
information, investors should contact DRBrokerSolutions@bnymellon.com.
About IDEX Biometrics
IDEX Biometrics ASA (OSE: IDEX and Nasdaq: IDBA) is a global technology leader
in fingerprint biometrics, offering authentication solutions across payments,
access control, and digital identity. Our solutions bring convenience, security,
peace of mind and seamless user experiences to the world. Built on patented and
proprietary sensor technologies, integrated circuit designs, and software, our
biometric solutions target card-based applications for payments and digital
authentication. As an industry enabler, we partner with leading card
manufacturers and technology companies to bring our solutions to market.
For more information, visit www.idexbiometrics.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, including in
respect of the Company's intention to delist the ADSs from the Nasdaq Capital
Market and deregister such securities under the Exchange Act. These forward-
looking statements can be identified by terminology such as "will", "expects",
"anticipates", "future", "intends", "plans", "believes", "estimates", "target",
"going forward", "outlook" and similar statements. Such statements are based
upon management's current expectations and current market and operating
conditions and relate to events that involve known or unknown risks,
uncertainties and other factors, all of which are difficult to predict and many
of which are beyond the Company's control, which may cause the Company's actual
results, performance or achievements to differ materially from those in the
forward-looking statements. Further information regarding these and other risks,
uncertainties or factors is included in the Company's filings with the U.S.
Securities and Exchange Commission. The Company does not undertake any
obligation to update any forward-looking statement as a result of new
information, future events or otherwise, except as required under law.
For more information, please contact: Marianne Bøe, Head of Investor Relations
E-mail: marianne.boe@idexbiometrics.com (mailto:Marianne.boe@idexbiometrics.com)
Tel: +47 91 80 01 86
Questions and Answers
In July 2023, we announced our intention to voluntarily delist our American
Depositary Shares ("ADSs") from The Nasdaq Capital Market ("Nasdaq") in the
United States, which is expected to become effective on or about August
10, 2023.
The Bank of New York Mellon served as depositary (the "Depositary") for our ADS
facility. Each ADS represents 75 of our ordinary shares. The Depositary intends
to terminate the Deposit Agreement, dated February 26, 2021, among us, the
Depositary and owners and holders of ADSs (the "Deposit Agreement") on October
19, 2023.
Under the terms of the Deposit Agreement, ADS holders have until at least
October 19, 2023 to surrender ADSs for delivery of the underlying ordinary
shares. If you surrender ADSs for delivery of the underlying shares, you must
pay a cable fee of $17.50. In order to exchange ADSs for our ordinary shares,
ADS holders should instruct their brokers to surrender ADSs to The Bank of New
York Mellon (DTC No. 2504). In connection with this surrender, brokers should
include ongoing ordinary share delivery instructions in the comments field
within DTC, including information such as the name and BIC of the appropriate
local bank/broker and/or appropriate delivery code, beneficiary name and account
number. U.S. brokers holding ADSs on behalf of their clients, can reach out to
DRSettlements@BNYMellon.com for questions regarding the conversion and
settlement process.
Subsequent to October 19, 2023, the Depositary may elect to sell the underlying
shares. If the Depositary has sold such shares, holders of ADSs must surrender
such securities in order to obtain payment of the sale proceeds of the
underlying ordinary shares, net of the expenses of sale, any applicable U.S. or
local taxes or government charges and a cancellation fee of up to $0.05 per ADS.
To surrender ADSs, the address of the Depositary is: The Bank of New York
Mellon, 240 Greenwich Street, Depositary Receipts Division - 8th Floor,
Attention: Cancellation Desk, New York, NY 10286. Registered or overnight mail
is the suggested method of delivering ADSs to the Depositary. For Settlement
specific inquiries, please contact DRsettlements@bnymellon.com.
Investors may still present ADSs to The Bank of New York Mellon. Investors will
receive either the underlying shares (if those have not yet been sold by the
Depositary) or the cash received by the Depositary received upon sale of
underlying shares, net of fees, if those underlying shares were sold. For more
information, investors should contact DRBrokerSolutions@bnymellon.com.