IDEX Biometrics announces intention to voluntary delist of American
Depositary Shares from The Nasdaq Capital Market
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.
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