NEW YORK | January 22nd, 2010 - SCM Microsystems, Inc., a leading provider of solutions for secure access, secure identity and secure exchange, and Bluehill ID AG, a leading provider of automatic identification and RFID technologies, products, services and solutions, announced last week that the transaction to combine their respective businesses has been 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 have been 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.
"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."
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. SCM Microsystems, Inc. has now started doing business under the name Identive Group. Additionally, Bluehill ID, as a majority-owned subsidiary, will change its name to "Identive Group AG", 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. "The new Identive Group now holds a position that is unmatched in the identification and security markets," said Ayman Ashour, Chief Executive Officer of Bluehill ID.
Jupiter Capital Partners advised SCM Microsystems on this transaction. In addition, Jupiter Capital Services, a subsidiary of Jupiter Capital Partners, issued a Fairness Opinion to the Board of Directors of SCM Microsystems.
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 more information, visit: 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 more information, please visit www.scmmicro.com or www.identive-group.com.
ABOUT BLUEHILL ID
Bluehill ID AG (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.