Published on February 17, 2009
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News Release
SCM
Microsystems and Hirsch Electronics Announce Registration Statement on Form S-4
Declared Effective by SEC
ISMANING, Germany and SANTA ANA,
Calif., February 17, 2009 – SCM Microsystems, Inc. (NASDAQ: SCMM; Prime
Standard, SMY) and Hirsch Electronics Corp. today announced that on February 13,
2009, SCM Microsystems’ Registration Statement on Form S-4, relating to the
previously announced proposed merger of SCM Microsystems and Hirsch Electronics,
was declared effective by the United States Securities and Exchange
Commission.
SCM
Microsystems also announced that a special meeting of its stockholders to
consider a proposal to approve the issuance of shares of SCM common stock and
warrants to purchase shares of SCM common stock in connection with the proposed
transaction has been scheduled for Monday, March 23, 2009. The board
of directors of SCM Microsystems previously set the close of business on
February 11, 2009 as the record date for determining stockholders who will be
entitled to receive notice of, and vote at, the special
meeting. Hirsch Electronics will hold a special meeting of its
shareholders on Wednesday, March 11, 2009, to consider a proposal to approve the
proposed transaction. The board of directors of Hirsch Electronics
previously set the close of business on February 10, 2009 as the record date for
determining shareholders who will be entitled to receive notice of, and vote at,
the special meeting. SCM Microsystems and Hirsch Electronics each
expect to begin mailing the joint proxy statement/information statement and
prospectus on or about February 18, 2009 to their respective eligible
securityholders.
The
parties currently expect closing of the merger to occur promptly following
satisfaction of all of the conditions to closing contained in the agreement,
including the receipt of approval of both SCM’s and Hirsch’s stockholders and
other customary conditions.
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About
SCM Microsystems
SCM
Microsystems is a leading provider of solutions that open the Digital World by
enabling people to conveniently access digital content and
services. The company develops, markets and sells the industry’s
broadest range of smart card reader technology for secure PC, network and
physical access and digital media readers for transfer of digital content to OEM
customers in the government, financial, enterprise, consumer electronics and
photographic equipment markets worldwide. Global headquarters are in
Ismaning, Germany. For additional information, visit the SCM Microsystems web
site at www.scmmicro.com.
About
Hirsch Electronics
Hirsch
Electronics designs and manufactures security systems for worldwide
markets. Hirsch is a recognized leader in IP-based physical security
solutions that interoperate with other networked databases, devices and systems,
such as human resources, provisioning, and directory
services. Hirsch’s award-winning role-based access control, identity
management, and policy-based security management systems integrate access
control, digital video, alarm monitoring, smart cards and
biometrics. Website: www.HirschElectronics.com.
Important
Information
In
connection with the proposed merger transaction involving SCM Microsystems and
Hirsch Electronics, SCM Microsystems has filed with the SEC a registration
statement on Form S-4 containing a joint proxy statement/information statement
and prospectus for stockholders of SCM Microsystems and shareholders of Hirsch
Electronics, and SCM and Hirsch may be filing other documents regarding the
proposed transaction with the SEC as well. SECURITYHOLDERS OF SCM AND
HIRSCH ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY
STATEMENT/INFORMATION STATEMENT AND PROSPECTUS, AND OTHER DOCUMENTS FILED WITH
THE SEC REGARDING THE PROPOSED MERGER CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION.
The
definitive joint proxy statement/information statement and prospectus is being
mailed to SCM’s stockholders and Hirsch’s shareholders. Stockholders of
SCM and shareholders of Hirsch may obtain a copy of the joint proxy
statement/information statement and prospectus, as well as other filings
containing information about SCM and Hirsch, without charge, at the SEC's
Internet site (http://www.sec.gov).
Copies of the joint proxy statement/information statement and prospectus
can also be obtained, without charge, from the SCM corporate website at www.scmmicro.com, or
by directing a request to SCM Microsystems, Inc., Attention: Investor Relations,
41740 Christy Street, Fremont, California 94538 or Hirsch Electronics Corp, 1900
Carnegie Avenue, Bldg B, Santa Ana, California 92705, Attention:
Secretary.
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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 www.sec.gov or at
SCM’s website at 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 joint proxy
statement/information statement and prospectus and other materials referred to
in the proxy statement/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
joint proxy statement/information statement
and prospectus and the closing date of the
merger 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 merger may be delayed, or that the merger 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, 2007 and subsequent reports, including our Quarterly Report on Form 10-Q for the
period ended September 30, 2008, 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 Hirsch logo is a
trademark Hirsch Electronics Corp. 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.
Contacts:
Stephan
Rohaly, SCM Microsystems, +49 (89) 9595-5110, srohaly@scmmicro.de
Darby
Dye, SCM Microsystems, +1 510-249-4883, ddye@scmmicro.com
Scott
Howell, Hirsch Electronics, +1-949-250-8888 ext. 130, marketing@hirschelectronics.com
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