Bluehill ID and SCM Microsystems
Combined company adopts a new name: Identive Group
SCM Microsystems, provider of solutions for secure access, secure identity and secure exchange, and Bluehill ID AG announced that the transaction to combine their respective businesses has 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 will be 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 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.'
Combined Company Adopts New Corporate Identity 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. Beginning January 4, 2010, SCM Microsystems, Inc. will start doing business under the name 'Identive Group.' In connection with the new corporate identity, SCM also plans to file to change its ticker symbol on the NASDAQ Stock Exchange to 'INVE' and on the regulated market (Prime Standard) of the Frankfurt Stock Exchange to 'INV.' It is currently expected that the change in ticker symbols will occur on January 15, 2010.
SCM intends to seek stockholder approval in the future to amend its certificate of incorporation to officially change its name to 'Identive Group,' and in the interim will continue to file its annual, quarterly and current reports under SCM Microsystems, Inc. Additionally, Bluehill ID, as a majority-owned subsidiary, will change its name to 'Identive Group AG' and will seek regulatory approval for such change, 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.
Additions to Management and Board Following the closing of the transaction, Ayman S. Ashour, Chief Executive Officer of Bluehill ID, has joined the board of directors of Identive Group and has been named Executive Chairman of the Board. Additionally, Dr. Cornelius Boersch and Daniel S. Wenzel, both former directors of Bluehill ID, have also joined the board of directors of Identive Group.
Melvin Denton-Thompson has been designated as the new Chief Financial Officer of Identive Group, replacing Stephan Rohaly, who left the position in September 2009. Denton-Thomson brings 25 years' international financial management experience in a number of industries, particularly with security companies. He served as CFO and Chief Operating Officer of Bluehill ID since May 2008. Previously, he was CFO and Deputy CEO of the Hospitality division of Assa Abloy, a security solutions firm.
'The new Identive Group now holds a position that is unmatched in the identification and security markets,' said Ayman Ashour. 'The combined company brings together a broad set of top-tier products and technologies, as well as a strong management Team with a clear vision. Our immediate focus will be on continuing to execute our buy, build and grow strategy, with an emphasis on driving consolidation in the highly fragmented ID market. We recognize that in addition to our leadership goals we must deliver improved financial performance to support our growth, and our management team is fully committed to this.'