SCM Microsystems and Bluehill ID AG complete business combination
Combined Company to Adopt New Name: Identive Group
SANTA ANA, Calif., ISMANING, Germany and St. Gallen, Switzerland, January 4, 2010 – SCM Microsystems, Inc. (NASDAQ: SCMM; Prime Standard: SMY), a leading provider of solutions for secure access, secure identity and secure exchange, and Bluehill ID AG (FSE: BUQ), a leading provider of automatic identification and RFID technologies, products, services and solutions, announced today that the transaction to combine their respective businesses has closed. Under the terms of the Business Combination Agreement, SCM Microsystems made an offer to the Bluehill ID shareholders to acquire all of the Bluehill ID shares and issued 0.52 new shares of SCM Microsystems common stock for every one share of Bluehill ID tendered. Approximately 92% of Bluehill ID shares outstanding were tendered in the offer and will be exchanged for a total of approximately 15,299,979 new shares of SCM Microsystems 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 Microsystems common stock to the former shareholders of Bluehill ID was approved by the stockholders of SCM Microsystems at a special meeting held on December 18, 2009 and the transfer of the new shares is expected to be initiated by SCM Microsystems on January 7, 2010.