SCM Microsystems and Bluehill ID AG Complete Business Combination
January 04 2010 - 3:01PM
PR Newswire (US)
Combined Company to Adopt New Name: Identive Group SANTA ANA,
Calif., ISMANING, Germany and ST. GALLEN, Switzerland, Jan. 4
/PRNewswire-FirstCall/ -- SCM Microsystems, Inc. (Nasdaq: SCMM;
Prime Standard: SMY), a leading provider of solutions for secure
access, secure identity and secure exchange, and Bluehill ID AG
(FSE: BUQ), a leading provider of automatic identification and RFID
technologies, products, services and solutions, announced today
that the transaction to combine their respective businesses has
closed. Under the terms of the Business Combination Agreement, SCM
made an offer to the Bluehill ID shareholders to acquire all of the
Bluehill ID shares and issued 0.52 new shares of SCM's common stock
for every one share of Bluehill ID tendered. Approximately 92% of
Bluehill ID shares outstanding were tendered in the offer and will
be exchanged for a total of approximately 15,299,979 new shares of
SCM common stock. Following the closing of the transaction,
approximately 38% of the outstanding shares of the new combined
company are now held by former Bluehill ID shareholders. The
issuance of shares of SCM common stock to the former shareholders
of Bluehill ID was approved by the stockholders of SCM at a special
meeting held on December 18, 2009 and the transfer of the new
shares is expected to be initiated by SCM on January 7, 2010. "The
business combination with Bluehill ID is a crucial step in our
joint strategy to create the signature company for security and
identity-based technologies and solutions," said Felix Marx, Chief
Executive Officer of SCM Microsystems. "Our two businesses are
complementary in terms of products, market focus, geographic
distribution and coverage across the identification industry
generally and the identity management and access control value
chains in particular. As a combined company we stand in a unique
position, at the center of three convergence trends: the
integration of physical and logical access systems , the
enhancement of smart cards with contactless technologies, and the
marriage of identification technologies with mobile communication.
We are therefore able to provide identification and authentication
solutions for applications ranging from security to asset tracking
to transaction processing for mobile and fixed installations."
Combined Company Adopts New Corporate Identity In accordance with
the terms of the Business Combination Agreement, a new corporate
identity has been developed for the combined company that is
designed to reflect its core activities in security and
identification technology. Beginning January 4, 2010, SCM
Microsystems, Inc. will start doing business under the name
"Identive Group." In connection with the new corporate identity,
SCM also plans to file to change its ticker symbol on the NASDAQ
Stock Exchange to "INVE" and on the regulated market (Prime
Standard) of the Frankfurt Stock Exchange to "INV." It is currently
expected that the change in ticker symbols will occur on January
15, 2010. SCM intends to seek stockholder approval in the future to
amend its certificate of incorporation to officially change its
name to "Identive Group," and in the interim will continue to file
its annual, quarterly and current reports under SCM Microsystems,
Inc. Additionally, Bluehill ID, as a majority-owned subsidiary,
will change its name to "Identive Group AG" and will seek
regulatory approval for such change, but is expected to continue to
trade at the open market of the Frankfurt Stock Exchange under the
symbol BUQ. The individual operating businesses of Identive Group
will continue to use their existing brands, which include SCM
Microsystems, Hirsch, Multicard, Tagstar Arygon, Syscan and ACiG
Technology. Additions to Management and Board Following the closing
of the transaction, Ayman S. Ashour, Chief Executive Officer of
Bluehill ID, has joined the board of directors of Identive Group
and has been named Executive Chairman of the Board. Additionally,
Dr. Cornelius Boersch and Daniel S. Wenzel, both former directors
of Bluehill ID, have also joined the board of directors of Identive
Group. Melvin Denton-Thompson has been designated as the new Chief
Financial Officer of Identive Group, replacing Stephan Rohaly, who
left the position in September 2009. Denton-Thomson brings 25
years' international financial management experience in a number of
industries, particularly with security companies. He served as CFO
and Chief Operating Officer of Bluehill ID since May 2008.
Previously, he was CFO and Deputy CEO of the Hospitality division
of Assa Abloy, a security solutions firm. "The new Identive Group
now holds a position that is unmatched in the identification and
security markets," said Ayman Ashour. "The combined company brings
together a broad set of top-tier products and technologies, as well
as a strong management team with a clear vision. Our immediate
focus will be on continuing to execute our buy, build and grow
strategy, with an emphasis on driving consolidation in the highly
fragmented ID market. We recognize that in addition to our
leadership goals we must deliver improved financial performance to
support our growth, and our management team is fully committed to
this." About Identive Group Identive Group is an international
operating organization focused on building the world's signature
company in secure identification-based technologies. Through its
group of recognized brands, Identive provides leading-edge products
and solutions in the areas of physical and logical access control,
identity management and RFID systems to governments, commercial and
industrial enterprises and consumers. The organization's growth
model is based on a combination of disciplined acquisitive
development and strong technology-driven organic growth from its
member companies. For additional info visit:
http://www.identive-group.com/. About SCM Microsystems, Inc. SCM
Microsystems (NASDAQ: SCMM; Prime Standard: SMY) d.b.a Identive
Group 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. For additional
information, visit http://www.scmmicro.com/, and
http://www.identive-group.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 the Private Litigation Reform Act of 1995. These
include, without limitation, our statements contained above
regarding potential benefits and synergies of the business
combination, the timing of the change to trading under a new ticker
symbol on the NASDAQ Global Market and Frankfurt Stock Exchanges,
our ability to establish a market leadership position, our ability
to successfully execute a buy, build and grow strategy, our ability
to improve our financial performance and other statements that are
not historical facts. These statements involve risks and
uncertainties that could cause actual results and events to differ
materially. 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,
filed with the SEC on March 31, 2009, and subsequent filings. 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
Hirsch logo is a trademark Hirsch Electronics or its affiliates in
the United States and certain other countries. Identive Group is a
trademark of SCM Microsystems. Additional company and product names
may be trademarks or registered trademarks of the individual
companies and are respectfully acknowledged. DATASOURCE: SCM
Microsystems, Inc. CONTACT: United States, Darby Dye of SCM
Microsystems, +1-949-553-4251, ; or Europe, Fabien B. Nestmann of
Bluehill ID, +41 44 783 8043, Web Site: http://www.scmmicro.com/
http://www.bluehill-id.com/ http://www.identive-group.com/
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