SCM Microsystems and Bluehill ID have completed the deal to combine their businesses.
Under the terms of the agreement, SCM made an offer to Bluehill ID shareholders to acquire all of their 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 15.3 million new shares of SCM common stock. Following the completion 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 SCM common stock to former Bluehill ID shareholders was approved by SCM stockholders at a special meeting held in December. The transfer of the new shares is expected to be initiated by SCM on 7 January 2010.
“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 centre 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.”
As a result of the deal, a new corporate identity has been developed for the combined firm. SCM Microsystems Inc is now trading as the Identive Group. The company also plans to file to change its ticker symbol to ‘INVE’ on the NASDAQ Stock Exchange and to ‘INV’ on the Frankfurt Stock Exchange regulated market (PrimeStandard).
SCM says it intends to seek stockholder approval to amend its certificate of incorporation to officially change its name to Identive Group. In the interim it will continue to file its annual, quarterly and current reports under the SCM Microsystems Inc label. Bluehill ID, as a majority-owned subsidiary, will change its name to Identive Group AG and will seek regulatory approval for this change. It is expected to continue to trade on Frankfurt Stock Exchange’s open market under the ticker symbol ‘BUQ’. Identive Group’s other businesses will continue operating under their existing brand names, including SCM Microsystems, Hirsch, Multicard, TagStar Arygon, Syscan and ACiG Technology.
Ayman S Ashour, CEO of Bluehill ID, has joined the Identive Group board of directors as its executive chairman. Dr Cornelius Boersch and Daniel S Wenzel, both former directors of Bluehill ID, have also joined the board.
Melvin Denton-Thompson has been designated 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 security companies. He served as CFO and chief operating officer of Bluehill ID from May 2008, and was previously CFO and deputy CEO of the hospitality division of security solutions firm Assa Abloy.
“The new Identive Group now holds a position that is unmatched in the identification and security markets,” said 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 recognise 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.”