Stockholders of SCM Microsystems Approve Proposed Business Combination with Bluehill ID AG
21 12월 2009 - 4:30PM
PR Newswire (US)
SANTA ANA, Calif. and ISMANING, Germany, Dec. 21
/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
its stockholders have approved the issuance of new shares of common
stock in connection with SCM's proposed business combination with
Bluehill ID AG (FSE: BUQ), an industrial holding group for
investments in the radio frequency identification
(RFID)/identification and security industries. To effect the
business combination, on November 20, 2009, SCM made an offer to
acquire all of the issued and outstanding bearer shares in Bluehill
ID in exchange for shares of SCM common stock. Shareholders of
Bluehill ID who accept and tender their shares in the offer will
receive 0.52 shares of SCM common stock for every one bearer share
in Bluehill ID. The acceptance period for the voluntaty exchange
offer will expire on December 29, 2009 at midnight CET. At SCM's
special meeting held on December 18, 2009, more than 98 percent of
the votes cast followed the recommendation of SCM's Board of
Directors in favor of the exchange offer and the issuance of new
shares of SCM common stock to the Bluehill ID shareholders. "The
combination with Bluehill ID 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 and geographies," commented Felix Marx, chief executive
officer of SCM. "The support of our stockholders demonstrates that
they understand the important role that acquisitions play in our
growth strategy as we work to build a leadership position in
contactless technologies and identity management." The business
combination with Bluehill ID is conditioned on at least 75% of the
outstanding Bluehill ID shares being tendered to and acquired by
SCM in accordance with the terms of the exchange offer, among other
conditions, and is expected to close in early 2010. "SCM and
Bluehill ID are focused on the same markets and technologies. Each
company complements the other's product portfolio, technology,
market focus and regional strength," added Marx. "We expect the
new, combined company to accelerate consolidation of the highly
fragmented identity market and provide a stronger base for future
growth." About SCM Microsystems, Inc. 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.
For additional information, visit and . Additional Information
About this Transaction In connection with the proposed business
combination involving SCM and Bluehill ID, SCM has 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 (). Copies of the proxy
statement and prospectus can also be obtained, without charge, from
the SCM corporate website at , 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 or at SCM's website at . 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 the
Private Litigation Reform Act of 1995. These include, without
limitation, our statements contained above regarding potential
benefits of the combination, the closing date of the proposed
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 a sufficient number of Bluehill ID shareholders
may not agree to SCM's offer to effect the combination, that the
closing of the proposed combination may be delayed, or that the
proposed combination 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, filed with the SEC on March 31, 2009, and
subsequent reports. 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. 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/
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