Published on April 17, 2009
SCM
Microsystems Stockholders Approve Proposed Merger
with
Hirsch Electronics Corporation
FREMONT, Calif. and ISMANING,
Germany, April 17, 2009 – SCM Microsystems, Inc. (NASDAQ: SCMM; Prime
Standard, SMY), a leading provider of solutions that open the Digital World,
today announced that its stockholders have approved the issuance of shares of
SCM common stock and warrants to purchase shares of SCM common stock in
connection with SCM’s proposed merger with Hirsch Electronics
Corp. At a special meeting of SCM stockholders held on April 16,
2009, more than 99% of the votes cast were in favor of the proposal related to
the merger. Hirsch shareholders approved the proposed merger in
March.
“This
merger with a trusted business partner is a key step forward in executing our
growth strategy,” said Felix Marx, chief executive officer of SCM Microsystems.
“Combining two industry leaders into a single powerhouse gives us the size and
scale we need to expand in our existing markets and to penetrate new ones. We
are pleased that our stockholders share in our excitement about this merger, and
we are excited to bring the synergies of this combination to
market.”
Acquiring
Hirsch, which was already a distribution partner of SCM solutions, approximately
doubles the size of SCM. SCM and Hirsch are highly complementary companies, with
little overlap. SCM is a leading
global provider of readers that enable people to access PCs and networks
with smart cards containing authentication data and other information. This is
known in the industry as “logical access.” Hirsch was a pioneer of the access control market and is now a
top player in what is known as “physical access” -- secure entry to
buildings, campuses, military installations and other
facilities.
A growing
number of public and private organizations want a single, integrated
authentication system for both logical and physical access. This trend is known
as “convergence.” Adding Hirsch positions SCM to deliver convergence solutions
with significantly stronger technological expertise, customer offerings, market
penetration, regional strengths, and service capabilities.
These
advantages apply as well to SCM’s prospects in another global market
opportunity: authentication via “contactless” smart cards and tokens. Proponents
of contactless authentication envision consumers around the world making daily
small purchases simply by holding up a card, token or mobile phone equipped with
contactless logical access technology. Market researcher ABI Research projects
high double-digit growth rates in the mobile and contactless reader market
through 2012.
“The
authentication field is full of small, niche companies,” Marx commented.
“Convergence and contactless are both opportunities that can be fulfilled much
better by larger companies with a global understanding of technology, customers,
and applications. That’s one of the reasons we pursued the merger. We also
believe this combination has a high chance of success, because SCM already works
with Hirsch to serve the large, strategically important U.S. government market.
We know from experience that our management and cultures have a great deal in
common, which means we can keep our shared focus where it has always been -- on
the customer.”
Following
satisfaction of remaining closing conditions, U.S.-based Hirsch will become a
wholly-owned subsidiary of SCM. Each company’s products and services will
continue to be marketed, sold and supported using the existing SCM and Hirsch
brand names.
About
SCM Microsystems, Inc.
SCM
Microsystems is a leading provider of solutions that open the Digital World by
enabling people to conveniently access digital content and services at home and
in the marketplace. The company develops, markets and sells the industry’s
broadest range of smart card reader technology for secure authentication of
individuals by computers, networks and facilities. The company’s customers
include OEMs, governments and enterprises worldwide. U.S. headquarters are in
Fremont, California; global headquarters are in Ismaning, Germany. For
additional information, visit the SCM Microsystems website at www.scmmicro.com.
About
Hirsch Electronics Corporation
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. For more
information, visit the Hirsch website at www.HirschElectronics.com.
Important
Information
In connection with the proposed merger
transaction involving SCM and Hirsch, SCM has filed with the Securities and
Exchange Commission (“SEC”) a registration statement on Form S-4 (No.
333-157067), which was declared effective on February 13, 2009. The definitive
joint proxy statement/information statement and prospectus dated February 13,
2009 was first mailed to stockholders of SCM and shareholders of Hirsch on or
about February 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. 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 BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
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 to Hirsch Electronics Corp, 1900 Carnegie Avenue,
Bldg B, 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
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 the
Private Litigation Reform Act of 1995. These include, without
limitation, our statements contained above regarding potential benefits and
synergies of the merger for both companies, the closing date of the proposed
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
proposed merger may be delayed, or that the proposed 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, 2008, filed with the SEC on March 31, 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 Hirsch logo is a trademark Hirsch Electronics
Corporation 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