Published on November 13, 2009
News
Release
SCM
Microsystems Announces Effectiveness of Registration Statement on Form S-4 and
Setting of Record Date for Special Meeting
SANTA ANA, Calif. and ISMANING,
Germany, November 13, 2009 – SCM Microsystems, Inc. (NASDAQ: SCMM; Prime
Standard, SMY), a leading provider of solutions for secure access, secure
identity and secure exchange, today announced that on November 12, 2009, its
Registration Statement on Form S-4, relating to the previously announced
proposed business combination of SCM Microsystems and Bluehill ID, was declared
effective by the United States Securities and Exchange Commission.
SCM
Microsystems also announced that a special meeting of its stockholders has been
scheduled for Friday, December 18, 2009 at 1:00 p.m. Pacific time, to consider a
proposal to approve the offer by SCM Microsystems to the Bluehill ID
shareholders to acquire all of the Bluehill ID shares in exchange for shares of
SCM common stock, and specifically the issuance of shares of SCM common stock to
Bluehill ID shareholders who accept the offer. The board of directors
of SCM Microsystems has set the close of business on November 9, 2009 as the
record date for determining stockholders who will be entitled to receive notice
of, and vote at, the special meeting. SCM Microsystems expects to
begin mailing the proxy statement and prospectus for the special meeting on or
about November 18, 2009 to its eligible stockholders.
The
parties currently expect the transaction to close in early 2010.
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: www.scmmicro.com and
www.HirschElectronics.com.
Important
Information
In
connection with the proposed business combination transaction involving SCM
Microsystems and Bluehill ID, SCM Microsystems has filed with the SEC a
registration statement on Form S-4 containing a proxy statement and prospectus
for stockholders of SCM Microsystems, and may be filing other documents
regarding the proposed transaction with the SEC 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 WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION.
The
definitive proxy statement and prospectus is being mailed to SCM’s stockholders
on or about November 18, 2009. 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 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 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 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
anticipated mailing date of the
proxy statement and prospectus and the
closing date of the business 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 the closing of the business combination may be delayed, or that the transaction 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 and subsequent
reports, including our Quarterly Report on
Form 10-Q for the period ended June 30, 2009, 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 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.
Contacts:
Annika
Oelsner, SCM Microsystems, +49 (89) 9595-5220, aoelsner@scmmicro.de
Darby
Dye, SCM Microsystems, +1 949-553-4251, ddye@scmmicro.com