Identiv signs a definitive agreement to acquire San Francisco-based 3VR.
Identiv, a global provider of physical security and secure identification, has entered into a definitive agreement to acquire
3VR Security, a video technology and data analytics company. It is anticipated that this combination will provide Identiv with a full range of technologies to deliver its vision for secure, pervasive yet frictionless premises security, situational awareness and business insights.
3VR’s video intelligence solutions provide a single platform for real-time security and customer insights, enabling organizations to protect employees, customers and assets as well as improve store operations and shopping experiences. 3VR’s open, pluggable platform leverages existing customer infrastructure and allows customers to expand their systems’ capabilities seamlessly. 3VR serves customers in the financial services, retail, hospitality and other industries.
“We are advancing our global strength in the premises security industry, particularly in the attractive and fast-growing video segment,” said Jim Ousley, Chairman of Identiv’s Board of Directors. “This accretive acquisition is part of our communicated plan to grow both organically and inorganically. Overall, we believe 3VR takes us closer to achieving our long-term model and becoming an at-scale growth company.”
Steven Humphreys, CEO of Identiv, stated:“Customers are looking for integrated solutions for access, video and analytics. The acquisition allows us to address this demand by including video security as part of our overall premises security and technology platform. Since access control and video management go hand-in-hand, we believe 3VR is a great fit from a technology, strategic, and financial perspective. The combined companies’ breadth of solutions across our Hirsch Access Control,
3VR video surveillance, real-time analytics, our access readers, RFID and identity cards would represent a complete solution for customers to adopt an entire physical security platform that’s extensible into real-time people and item tracking, consumer experience enhancement and business optimization.”
Al Shipp, CEO of 3VR, commented: “The 3VR team is excited to be joining the Identiv team who shares our passion for innovation enabling a new level of security and business intelligence solutions. This combination offers greater scale that will accelerate that innovation, creating more value for customers which has been a core tenet of 3VR’s since our founding.”
Mark Allen, General Manager, Physical Access of Identiv, said: “Our DNA has always been to build trusted relationships with our customers and partners. Our companies’ vertical expertise and anchor customer strengths reflect our shared strategy as a trusted advisor to our customers. Since the video industry has arrived at the point where everything is digital — from the camera to the screen — the focus now is on usability. The combination of Identiv and 3VR not only makes sense but when we integrate 3VR’s video technology into our Hirsch PACS platform, we anticipate creating a seamless user experience. Identiv is substantially deepening the scope of the solutions and bringing these benefits to the physical world of people, places and things.”
Identiv expects 3VR to add between $10 million and $11 million to the company’s Premises segment revenue in fiscal year 2018. Identiv also expects 3VR to contribute a mid-term target non-GAAP adjusted EBITDA margin of approximately 10% post synergies.
Identiv’s acquisition of 3VR is subject to customary closing conditions and is expected to close no later than February 20, 2018. The total consideration at close is expected to be $6.9 million, comprised of $1.6 million in cash; $2.0 million in subordinated promissory notes; and $3.3 million in shares of Identiv common stock. Additionally, in the event 3VR achieves certain significant shipment targets in 2018, Identiv would be obligated to issue additional earnout consideration in shares of Identiv common stock, and in the event that 3VR generates certain additional gross margin concerning a supply arrangement, Identiv would pay a portion of the additional margin as consideration, as further described in the definitive agreement.