SCM Microsystems and Bluehill ID Agree to Combine in an All Share Transaction
September 21 2009 - 1:30AM
PR Newswire (US)
COMBINATION AIMS TO CREATE A NEW LEADER IN ACCESS CONTROL, IDENTITY
MANAGEMENT AND RFID TECHNOLOGIES SANTA ANA, Calif., ISMANING,
Germany and ST. GALLEN, Switzerland, Sept. 21
/PRNewswire-FirstCall/ -- SCM Microsystems, Inc. (Nasdaq: SCMM;
Prime Standard: SMY) and Bluehill ID AG (FSE: BUQ) today announced
they have entered into an agreement to combine their respective
companies, subject to certain regulatory and shareholder approvals.
Under the agreement, SCM will make an offer to the Bluehill ID
shareholders to acquire all shares of Bluehill ID. Shareholders of
Bluehill ID who accept and tender their shares in the offer are
expected to receive 0.52 shares of SCM's common stock for every one
share of Bluehill ID. If all of the Bluehill shareholders accept
the offer and SCM acquires 100% of the outstanding Bluehill ID
shares, approximately 60% of the outstanding shares of the combined
company would be held by the current SCM stockholders and
approximately 40% of the outstanding shares of the combined company
would be held by the current Bluehill ID shareholders. Both
companies are focused on access control, identity management and
RFID technologies and markets. SCM currently operates under the SCM
and Hirsch brands while Bluehill ID currently operates under the
Multicard, TagStar, Arygon, Syscan and ACiG brands, all covering
the RFID and smart card value chains. SCM Microsystems is a global
leader in security and identity solutions for secure access, secure
identity and secure exchange. Together with its Hirsch Electronics
subsidiary, SCM offers one of the world's broadest range of
contact, contactless and mobile smart card reader technology,
digital identity and transaction platforms, as well as systems that
integrate physical and logical access control. SCM's 225 employees
are based at its global headquarters in Ismaning, Germany, its U.S.
headquarters in Santa Ana, California, its dedicated research and
development facility in Chennai, India and at regional sales
offices in Washington DC, Tokyo, Hong Kong and Milan. Bluehill ID
is focused on building the world's leading group in identification
(ID) technology offering leading edge products and services across
the Identification / RFID value chain. Founded in 2007, the company
is comprised of five operational units - Multicard, TagStar,
Arygon, ACiG and Syscan ID with 97 employees based in Europe, North
& South America, India and Australia. "Following on the heels
of our recently completed merger with Hirsch Electronics, the
combination with Bluehill ID further advances our strategy of
expanding our position in contactless markets and technology," said
Felix Marx, chief executive officer of SCM Microsystems. "It offers
us entry into the important RFID transponder technology market,
strengthens our e-passport and national ID business, and helps us
expand into important growth verticals. Bluehill ID's broad
geographic reach complements ours very nicely; our combined
business will be more diversified and balanced globally." Marx
added, "In a highly fragmented, technology driven growth industry,
Bluehill ID's technology, market reach and brands coupled with the
strength of our combined management team and industry vision will
immensely accelerate our strategic plans." Larry Midland, executive
vice president of SCM Microsystems and president of Hirsch
Electronics added, "We brought Hirsch and SCM together to
accelerate growth into new markets in ID convergence, and to get
better access to solutions and resources. We know the Bluehill ID
team very well and Ayman Ashour was previously a member of the
Hirsch Electronics board of directors. The pace of growth and
development of Bluehill ID has been very notable and their
tremendous strength in a disciplined and methodical 'buy, build and
grow' strategy has clearly delivered very impressive results. I am
particularly happy to see the potential synergies between all our
companies and feel that this is a winning combination for all
stakeholders." "Ayman S. Ashour, chief executive officer of
Bluehill ID commented "The combination of SCM and Hirsch made
tremendous industrial sense, SCM is now the first company in the
world able to offer truly converged physical and logical access
control and ID management solutions. We see this as bringing unique
and significant value to our own strategy. When Bluehill ID was
formed we had the clear vision of wanting to be the signature
company in secure RFID and identity management. Together with SCM,
we now will be able to come much closer to achieving that vision,
with an industry leading platform, strong businesses and a tight,
coherent team." In accordance with the terms of the combination
agreement and following the completion of the business combination,
a new corporate identity will be developed for the combined company
that will better represent its core activities in security and
identification technology. At the same time, the individual
operating businesses of the new combined company are expected to
continue using their existing brands, which include SCM, Hirsch,
Multicard, Tagstar and Arygon. The combined company will be led by
Felix Marx as CEO and Ayman S. Ashour as executive chairman of the
board. In addition to Ashour, Bluehill ID will nominate two members
to the SCM board. The agreement to combine has been approved by the
boards of directors of both companies. The combination and other
transactions contemplated by the agreement are subject to the
satisfaction of several conditions, including the filing with the
Securities and Exchange Commission ("SEC") of a Registration
Statement on Form S-4 by SCM, the declaration of the Registration
Statement's effectiveness by the SEC, the filing of a prospectus
which satisfies the requirements of the German Securities
Prospectus Act with the German Federal Financial Supervisory
Authority (BaFin), the approval of such prospectus by the BaFin,
the approval by the SCM stockholders of the issuance of the shares
in connection with the offer, the approval for the listing of the
shares on NASDAQ, and that at least 75% of the outstanding Bluehill
ID shares are tendered and acquired by SCM in accordance with the
terms of the offer. The transaction is currently expected to close
in the next 180 days. Additional Information about this Transaction
This communication is being made in respect of the proposed
business combination involving SCM and Bluehill ID. In connection
with the proposed transaction, SCM plans to file with the SEC a
Registration Statement on Form S-4 that SCM intends to file with
the SEC that will include a proxy statement relating to a special
meeting of its stockholders to approve the issuance of the shares
to shareholders of Bluehill who accept the offer, as well as other
documents regarding the proposed transaction. SCM will mail the
definitive proxy statement to its stockholders. Security holders of
SCM are urged to read the Registration Statement AND Proxy
Statement and other documents filed with the SEC regarding the
proposed transaction carefully and in their entirety when they
become available because they will contain important information
about the proposed transaction. In addition to the documents
described above, SCM files annual, quarterly and current reports,
proxy statements and other information with the SEC. Security
holders will be able to obtain free copies of the Registration
Statement and the proxy statement (when available) and other
documents filed by SCM with the SEC at the SEC's website at
http://www.sec.gov/ or at SCM's website at
http://www.scmmicro.com/. THIS COMMUNICATION IS FOR INFORMATION
PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY
SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH SOLICITATION
OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF SUCH JURISDICTION. Participants in the
Solicitation SCM and its directors and executive officers and other
persons may be deemed to be participants in the solicitation of
proxies from SCM stockholders in respect of the proposed
transaction. A description of direct and indirect interests, by
security holdings or otherwise, of the directors and executive
officers of SCM is set forth in SCM's proxy statement for its 2009
annual meeting, which was filed with the SEC on September 10, 2009.
Additional information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
proxies in connection with the proposed combination and a
description of their interests will be contained in the definitive
proxy statement relating to the SCM special meeting of its
stockholders to approve the issuance of the shares to shareholders
of Bluehill ID who accept the offer and in other relevant materials
to be filed with the SEC. Copies of these documents maybe obtained
free of charge from the SEC's website at http://www.sec.gov/ or
from SCM's website at http://www.scmmicro.com/ when they become
available. About SCM Microsystems SCM Microsystems (NASDAQ: SCMM;
Prime Standard: SMY) is a global leader in security and identity
solutions for secure access, secure identity and secure exchange.
Together with its Hirsch Electronics subsidiary, SCM provides
complete, integrated solutions that secure digital assets,
electronic transactions and facilities. The company offers the
world's broadest range of contact, contactless and mobile smart
card reader technology; physical and logical access control
systems; digital identity transaction platforms; biometrics; and
digital video. SCM's solutions enable a wide variety of
applications including enterprise security, identity management,
contactless payment, e-health and electronic government services.
Websites: http://www.scmmicro.com/ and
http://www.hirschelectronics.com/. About Bluehill ID Bluehill ID AG
(http://www.bluehill-id.com/) is an international operating company
with headquarters in Switzerland and listed on the Frankfurt Stock
Exchange (ISIN CH0031958629; Symbol BUQ). Bluehill ID is dedicated
to the responsible use and development of RFID and other automatic
identification technologies. These technologies are used in the
fields of security, identification, tracking and further growing
applications. The business model of the company is based on
combining disciplined acquisitive growth with sustainable organic
growth from its Group of companies. Forward Looking Statements This
press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
These include, without limitation, our statements contained above
regarding the combination agreement, potential benefits and
synergies of the combination for both companies, expected expansion
of sales into new geographic markets and diversification and growth
of customer base, the anticipated closing date of the transaction
and any statements about the benefits of the business combination
transaction, the new company's plans, objectives, expectations and
intentions and other statements that are not historical facts.
These statements involve risks and uncertainties that could cause
actual results and events to differ materially, including the
future business and financial performance of SCM and Bluehill ID;
the failure of stockholders to approve the transaction; the risk
that the businesses will not be integrated successfully; the risk
that any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; disruption
from the transaction may make it more difficult to maintain
relationships with customers, employees or suppliers; competition
and its effect on pricing, spending, third-party relationships and
revenues; and the possibility that the closing of the transaction
may be delayed, or that the transaction may not close. For a
discussion of further risks and uncertainties related to SCM's
business, please refer to our public company reports and the Risk
Factors enumerated therein, including our Annual Report on Form
10-K for the year ended December 31, 2008 and subsequent reports,
filed with the SEC. SCM undertakes no duty to update any
forward-looking statement to reflect any change in SCM's
expectations or any change in events, conditions or circumstances
on which any such statements are based. Note: The SCM logo is a
trademark of SCM Microsystems, Inc and the Bluehill ID logo is a
trademark of Bluehill ID or its affiliates in the United States and
certain other countries. Additional company and product names may
be trademarks or registered trademarks of the individual companies
and are respectfully acknowledged. DATASOURCE: SCM Microsystems,
Inc. CONTACT: Annika Oelsner, +49 (89) 9595-5220, , Darby Dye,
+1-949-553-4251, , both of SCM Microsystems; Fabien Nestmann,
Bluehill ID, +41 44 783 8043, Web Site: http://www.scmmicro.com/
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