Identiv, Inc. Files Proxy Materials

TL;DR

Identiv (INVE) dropped proxy docs, no fee. Standard shareholder stuff.

AI Summary

Identiv, Inc. filed a Definitive Additional Materials (DEFA14A) on June 21, 2024. This filing is related to proxy materials and does not involve a fee, as indicated by the 'No fee required' checkbox. The company, formerly known as SCM Microsystems Inc. and Identive Group, Inc., is based in Fremont, California.

Why It Matters

This filing indicates that Identiv, Inc. is providing additional materials to shareholders related to proxy voting, which is a crucial part of corporate governance and shareholder decision-making.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement, indicating standard corporate procedures rather than significant new risks or events.

Key Players & Entities

• Identiv, Inc. (company) — Registrant
• SCM Microsystems Inc (company) — Former Company Name
• Identive Group, Inc. (company) — Former Company Name
• 20240621 (date) — Filing Date

FAQ

Key Financial Figures

• $145.0 million — ty Business), to Buyer, in exchange for $145.0 million in cash, subject to customary adjustmen
• $2.675 m — currently estimated to be approximately $2.675 million, subject to adjustment, all but $
• $100,000 — million, subject to adjustment, all but $100,000 of which is contingent upon consummatio
• $141 million — e for the Physical Security Business of $141 million to $155 million. Following discussion,
• $155 million — al Security Business of $141 million to $155 million. Following discussion, the Board of Dir
• $148 million — found the proposed transaction value of $148 million to be acceptable for purposes of contin

Filing Documents

• d860326ddefa14a.htm (DEFA14A) — 14KB
• 0001193125-24-165826.txt ( ) — 15KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 IDENTIV, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 On May 13, 2024, Identiv, Inc. (the Company) filed a definitive proxy wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions (Buyer), for the sale of the Companys physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, the Companys wholly-owned subsidiary (the Physical Security Business), to Buyer, in exchange for $145.0 million in cash, subject to customary adjustments, and the assumption by Buyer of certain liabilities related to the Physical Security Business (collectively, the Asset Sale). The Companys 2024 annual meeting of stockholders will be held on Friday, June 28, 2024, for the Companys stockholders to vote on the Asset Sale, as disclosed in the Proxy Statement, as well as the other proposals described therein. Litigation Related to the Asset Sale On June 17, 2024, a purported stockholder of the Company filed a stockholder action in the New York Supreme Court for the County of New York styled Brian Dixon v. Identiv, Inc., James Ousley, Steven Humphreys, Gary Kremen, Laura Angelini, and Richard E. Kuntz , index no. not assigned yet (the Action). The Action alleges one cause of action, for breach of fiduciary duty, in connection with the Boards agreement to sell the Companys Physical Security Business to Buyer. The Action alleges that the defendants breached their fiduciary duty insofar as the Companys Proxy While the Company believes that the disclosures set forth in the Proxy Statement comply fully with all applicable law and denies the allegations in the Action, in order to moot these disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company has determined to voluntarily supplement certain disclosures in the Proxy Statement with the supplemental disclosures set forth below (the Supplemental Disclosures). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations that any additional disclosure was or is required or material. Supplement to Proxy Statement The following underlined disclosure is added to the end of the third paragraph under the heading Background of the Asset Sale on page 40 of the Proxy Statement: Under the terms of a letter agreement dated July 24, 2023, as amended, the Company engaged Imperial to serve as its financial advisor in connection with an analysis of strategic alternatives available to the Company, including the sale of the Physical Security Business. The letter agreement between the Company and Imperial provides for a transaction fee related to the Asset Sale that is currently estimated to be approximately $2.675 million, subject to adjustment, all but $100,000 of which is contingent upon consummation of the Asset Sale. The following underlined disclosure is added after the fifth sentence, and to the last sentence, of the first paragraph under the heading Background of the Asset Sale on page 43 of the Proxy Statement: In connection with its analysis of the Second Proposal, Imperial determined a valuation range for the Physical Security Business of $141 million to $155 million. Following discussion, the Board of Directors determined that while it was not prepared to agree to all the terms discussed, it found the proposed transaction value of $148 million to be acceptable for purposes of continuing discussions exclusively with Vitaprotech for a period of time and authorized Mr. Ousley, as Chair, to execute an exclusivity agreement on behalf of the Company during which the parties would continue diligence and begin negotiations on definitive agreements for the proposed transaction. HSR Waiting Period The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on May 17, 2024.

View Full Filing

View this DEFA14A filing on SEC EDGAR