SCM Microsystems Announces Effectiveness of Registration Statement on Form S-4 and Setting of Record Date for Special Meeting
13 11월 2009 - 4:30PM
PR Newswire (US)
SANTA ANA, Calif. and ISMANING, Germany, Nov. 13
/PRNewswire-FirstCall/ -- SCM Microsystems, Inc. (Nasdaq: SCMM;
Prime Standard, SMY), a leading provider of solutions for secure
access, secure identity and secure exchange, today announced that
on November 12, 2009, its Registration Statement on Form S-4,
relating to the previously announced proposed business combination
of SCM Microsystems and Bluehill ID, was declared effective by the
United States Securities and Exchange Commission. SCM Microsystems
also announced that a special meeting of its stockholders has been
scheduled for Friday, December 18, 2009 at 1:00 p.m. Pacific time,
to consider a proposal to approve the offer by SCM Microsystems to
the Bluehill ID shareholders to acquire all of the Bluehill ID
shares in exchange for shares of SCM common stock, and specifically
the issuance of shares of SCM common stock to Bluehill ID
shareholders who accept the offer. The board of directors of SCM
Microsystems has set the close of business on November 9, 2009 as
the record date for determining stockholders who will be entitled
to receive notice of, and vote at, the special meeting. SCM
Microsystems expects to begin mailing the proxy statement and
prospectus for the special meeting on or about November 18, 2009 to
its eligible stockholders. The parties currently expect the
transaction to close in early 2010. 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/. Important Information In
connection with the proposed business combination transaction
involving SCM Microsystems and Bluehill ID, SCM Microsystems has
filed with the SEC a registration statement on Form S-4 containing
a proxy statement and prospectus for stockholders of SCM
Microsystems, and may be filing other documents regarding the
proposed transaction with the SEC as well. STOCKholders of SCM are
urged to read the Registration Statement, Proxy Statement and
Prospectus, and other documents filed with the SEC regarding the
proposed BUSINESS COMBINATION carefully and in their entirety when
they become available because they will contain important
information about the proposed transaction. The definitive proxy
statement and prospectus is being mailed to SCM's stockholders on
or about November 18, 2009. Stockholders of SCM may obtain a copy
of the proxy statement and prospectus, as well as other filings
containing information about SCM, without charge, at the SEC's
Internet site (http://www.sec.gov/). Copies of the proxy statement
and prospectus can also be obtained, without charge, from the SCM
corporate website at http://www.scmmicro.com/, or by directing a
request to SCM Microsystems, Inc., Attention: Investor Relations,
1900-B Carnegie Avenue, Santa Ana, California 92705, Attention:
Secretary. In addition to the documents described above, SCM files
annual, quarterly and current reports, proxy statements and other
information with the SEC, which are available 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. SCM Microsystems
and its directors, executive officers and other employees may be
deemed to be participants in the solicitation of proxies from the
stockholders of SCM in connection with the proposed transaction.
Information about SCM's directors and executive officers is
available in the proxy statement and prospectus and other materials
referred to in the proxy statement and prospectus. 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 anticipated mailing date of the proxy
statement and prospectus and the closing date of the business
combination 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
possibility that the closing of the business combination 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, including our
Quarterly Report on Form 10-Q for the period ended June 30, 2009,
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, , or Darby Dye,
+1-949-553-4251, , both of SCM Microsystems Web Site:
http://www.scmmicro.com/ http://www.hirschelectronics.com/
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