Proposed Business Combination Between SCM Microsystems and Bluehill ID Expected to Close in Early 2010
19 12월 2009 - 12:15AM
PR Newswire (US)
Over 60% of Bluehill ID Shareholders Have Accepted SCM's Voluntary
Public Exchange Offer to Date SANTA ANA, Calif. and ISMANING,
Germany, Dec. 18 /PRNewswire-FirstCall/ -- SCM Microsystems, Inc.
(Nasdaq: SCMM; Prime Standard: SMY), a leading provider of
solutions for secure access, secure identity and secure exchange,
announced today that 62% of Bluehill ID AG (FSE:BUQ) shareholders
have now tendered their shares in response to SCM's voluntary
public exchange offer to acquire all outstanding shares of Bluehill
ID in order to effect a business combination between the two
companies. The acceptance figure is based on the current acceptance
levels as communicated by the custodian banks. The acceptance
period began on November 21, 2009 and will end on December 29, 2009
at midnight CET. Given the acceptance rate achieved to date, it is
currently anticipated that the required 75% of Bluehill ID shares
will be tendered in accordance with the terms of the offer and the
transaction will close in early 2010. The transaction is subject to
the satisfaction of several conditions, including the approval by
SCM's stockholders of the offer and the issuance of the shares in
connection with the offer. A special meeting of SCM's stockholders
is being held today, December 18, 2009, at 1:00 p.m. pacific time,
to consider the proposal. Under the business combination agreement,
SCM agreed to offer new SCM shares in exchange for all Bluehill ID
shares. 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
shareholders of Bluehill ID accept the offer and SCM acquires 100%
of the currently issued and outstanding Bluehill ID shares,
immediately after the closing of the offer, approximately 60% of
the then outstanding shares of common stock in SCM will be held by
the current SCM stockholders and approximately 40% of the then
outstanding shares of common stock in SCM will be held by the
current shareholders of Bluehill ID. Felix Marx, chief executive
officer of SCM Microsystems stated, "The number of Bluehill ID
shareholders who have already accepted the offer is very
encouraging and leads us to believe the transaction will be
completed in early 2010. We will begin the new year with strong
positive momentum and a clear focus on achieving the common vision
that brought our companies together." 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/. Additional Information about
this Transaction In connection with the proposed business
combination involving SCM and Bluehill ID, SCM filed with the SEC a
registration statement on Form S-4 containing a proxy statement and
prospectus for stockholders of SCM, which was declared effective on
November 12, 2009. The definitive proxy statement and prospectus,
dated November 12, 2009, was first mailed to stockholders of SCM on
or about November 18, 2009. SCM has filed certain other documents
regarding the proposed transaction with the SEC and may file
additional documents regarding the proposed transaction 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 BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. 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. Participants in the
Solicitation SCM 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
proposed business combination agreement, our position in the new
year, 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 Bluehill ID shareholders to tender their shares, the
failure of SCM 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 some of risks and uncertainties related to SCM's
business and the proposed business combination, 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, and
SCM's registration statement on Form S-4 containing a proxy
statement and prospectus for stockholders of SCM, which was
declared effective on November 12, 2009. 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/
Copyright