“REAL ID” Controlled by a Foreign Entity? Safran S.A. Bids Against L-1 for Digimarc’s ID Business
In one of the more bazaar moves we have seen, Digimarc has announced that it has received an unsolicited offer of $300 million in cash for its ID Systems division from Safran S.A., (the French parent of Sagem). This tops a bid by L-1 Identity Solutions for $250 million, about half cash, half stock, in a transaction that was expected to close soon. But, why is Safran S.A. (Paris:SAF) even bothering to make this bid for the ID Systems business of Digimarc (with nearly $100 million of revenues)? With all of the grumbling about L-1 (or anyone, for that matter) controlling the information on “biometric” drivers licenses, and all of the current political fallout going on regarding the REAL ID program (based on Federal guidelines for information, authentication, and interoperability), it would seem insane to me for a foreign company to try to take over a company that will be involved in identifying U.S. citizens.
Better yet, Safran is 30% owned by the French Government. Won’t it be interesting for the Digimarc board of directors if someone were to poll the 30 states serviced by Digimarc — asking them how they felt about a foreign entity processing their drivers licenses, especially with the REAL ID program slowly, but inexorably making its way on to the scene? If REAL ID is controversial now, is it even viable under this scenario?
While we can see some strategic reasons Safran might have for acquiring Digimarc’s ID business (diversifying beyond AFIS, building an international ID card business), the relative strategic benefit is far, far greater for L-1, in our opinion. So is this bid by Safran just to just to make L-1 sweat and pay more, to sap its cash reserves so Safran can go after another target and NOT have L-1 as a competitor? Is it because Safran believes that “money talks, nobody walks” and that a big cash offer at a premium will convince the Digimarc board to sell to them, take their money and run, and then leave all the inevitable political firestorm to Safran? Anyone with a computer and the ability to receive “Google Alerts” can see the resistance by a vocal minority of state legislatures to REAL ID (granted, we believe that much of that opposition is related to money and not pure principle over privacy), and by individual groups over any one entity controlling personal privacy information. If one thinks all of the articles screaming how “terrible” the REAL ID program is to privacy, or about how too much personal information is going to be on a drivers license (i.e., the “de facto National ID card”), think of what happens if under the threat of Safran S.A. manufacturing and servicing those cards. All of a sudden, L-1 becomes a patriotic symbol and Bob LaPenta a hero, whether intended or not.
I don’t know if there are any “U.S.” only rules surrounding states’ drivers licenses and REAL ID, but I have to assume that a foreign entity owning the Digimarc ID business will create huge problems with some in the government, in the press (what happens if Lou Dobbs gets his hands on this?), and with special interest groups — even if Safran promises that all manufacturing and production in the U.s. will be done solely by its U.S. subsidiaries. While I am not the biggest fan of one company (L-1) controlling 90% of the drivers license production, I certainly don’t see the rationale behind this bid by Safran.
What does this all mean for L-1, which we profiled in a June 16 blog? Yes, we believe that L-1 can muster the cash resources to fend off this bid. And yes, we believe that L-1 is by far the best positioned company strategically to understand and integrate Digimarc’s ID Systems business and people, because they play and compete in the same space, and talk the same language when it comes to state drivers licenses. But unfortunately, we now believe the bigger risk to L-1 is not Safran, but the possibility that another, larger U.S. integrator, noticing this “circus” for the first time, now becomes interested in Digimarc and pays its own “stupid” price (1) simply because it can, and (2) for the sake of its own strategic positioning.