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What Apple agreed to buy—and what AuthenTec shareholders would receive
Under the merger agreement, AuthenTec, Apple, and Apple subsidiary Bryce Acquisition Corporation agreed that Bryce would merge into AuthenTec, with AuthenTec surviving as Apple’s wholly owned subsidiary. Each eligible AuthenTec common share would convert into the right to receive $8 in cash, without interest, subject to exclusions and conditions in the agreement. The contract specifies per-share consideration, not a fixed $350 million purchase price. The merger agreement sets out those mechanics.
The $350 million headline is best read as a rounded description of the transaction’s scale. In a 2015 administrative order, the SEC recorded the cash acquisition as approximately $355 million and said it closed on October 4, 2012. The order notes that its findings were made pursuant to a settlement and are not binding on other persons or entities; here, it provides the later recorded closing date and approximate aggregate value. The SEC order identifies AuthenTec as wholly owned by Apple after the close.
How large was the offer premium?
The offer price was above AuthenTec’s recent trading prices, but the contemporaneous company materials report slightly different premiums against the preceding day’s close. The proxy statement says 57.7%; AuthenTec’s investor Q&A says 56.9%. Both refer to the July 26, 2012 closing price. The proxy also reports premiums measured against earlier closing prices.
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- This phone is unlocked and compatible with any carrier of choice on GSM and CDMA networks (e.g. AT&T, T-Mobile, Sprint, Verizon, US Cellular, Cricket, Metro, Tracfone, Mint Mobile, etc.).
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| Reference price | Premium reported | Source |
|---|---|---|
| July 26, 2012 closing price | 57.7% | AuthenTec proxy statement |
| Preceding day’s closing price | 56.9% | AuthenTec investor Q&A |
| Closing price seven days earlier | 59.7% | AuthenTec proxy statement |
| Closing price 30 days earlier | 86.0% | AuthenTec proxy statement |
| Closing price 90 days earlier | 149.2% | AuthenTec proxy statement |
The two preceding-day figures are not identical, so it is more accurate to attribute a premium percentage to its specific filing than to present one as an uncontested figure. The proxy statement also describes the board’s approval and the shareholder vote requirement.
Why was Apple buying AuthenTec?
Public filings establish a fingerprint-technology context, but they do not establish Apple’s private motive. The SEC’s later order says Apple first expressed interest in AuthenTec’s fingerprint sensor technology in late 2011 while exploring a commercial arrangement, then formally proposed an acquisition on May 1, 2012. The proxy describes an intellectual-property agreement covering hardware technology, software technology, patents, and commercialization of 2D fingerprint sensors for use in or with Apple products. It also records separate product-development engineering services.
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That record supports the inference that access to fingerprint technology and related expertise mattered to the transaction. It does not justify presenting a specific strategic plan or product intention as Apple’s confirmed explanation. AuthenTec’s July 2012 investor Q&A stated: “AuthenTec cannot comment on Apple’s intentions.” The same Q&A said, “Apple will implement its plans for AuthenTec’s businesses after the transaction closes.” AuthenTec’s investor Q&A attributed those answers to the company, not to an Apple spokesperson.
The technology agreements were separate from the acquisition price
Alongside the merger, Apple and AuthenTec entered into agreements concerning technology rights and development. These payments were distinct from the $8-per-share consideration for eligible AuthenTec shares.
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| Agreement or right | Amount and terms |
|---|---|
| Specified non-exclusive licenses and other rights | $20.0 million for the right to acquire the specified rights |
| Additional perpetual, non-exclusive technology rights | Apple could elect rights within 270 days, up to $115.0 million in aggregate: $90.0 million for hardware and patent rights and $25.0 million for software and patent rights |
| Product-development engineering services | Up to $7.5 million for non-recurring engineering services; new intellectual property resulting from the services was to be owned by Apple |
The license terms and amounts are described in the proxy statement; the development-services amount and intellectual-property provision appear in AuthenTec’s Form 8-K.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What had to happen before the deal closed?
AuthenTec’s board unanimously approved the merger agreement and recommended that shareholders adopt it. The proxy said approval required holders of a majority of AuthenTec’s outstanding shares. The agreement also made completion subject to applicable antitrust waiting periods and approvals. The SEC’s later order records that the transaction closed on October 4, 2012, when AuthenTec became Apple’s wholly owned subsidiary.
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- Pro camera system. 48MP Main | Ultra Wide| Telephoto. Super-high-resolution photos (24MP and 48MP). Next-generation portraits with Focus and Depth Control. Up to 10x optical zoom range
- Emergency SOS via satellite. Crash Detection. Roadside Assistance via satellite
- Up to 29 hours video playback. USB-C, Supports USB 3 for up to 20x faster transfers. Face ID
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- This pre-owned product is not Apple certified, but has been professionally inspected, tested and cleaned by Amazon-qualified suppliers.
- There will be no visible cosmetic imperfections when held at an arm’s length.
- This product is eligible for a replacement or refund within 90 days of receipt if you are not satisfied.
- Product may come in generic Box.
Product prices and availability are accurate as of the date/time indicated and are subject to change. Any price and availability information displayed on Amazon at the time of purchase will apply.
