SCM and Bluehill to create a leader in enterprise security

Under the agreement, SCM will make an offer to the Bluehill ID shareholders to acquire all shares of Bluehill ID. Shareholders of Bluehill ID who accept and tender their shares in the offer are expected to receive 0.52 shares of SCM’s common stock for every one share of Bluehill ID. If all of the Bluehill shareholders accept the offer and SCM acquires 100% of the outstanding Bluehill ID shares, approximately 60% of the outstanding shares of the combined company would be held by the current SCM stockholders and approximately 40% of the outstanding shares of the combined company would be held by the current Bluehill ID shareholders. Both companies are focused on access control, identity management and RFID technologies and markets. SCM currently operates under the SCM and Hirsch brands while Bluehill ID currently operates under the Multicard, TagStar, Arygon, Syscan and ACiG brands, all covering the RFID and smart card value chains.

In accordance with the terms of the combination agreement and following the completion of the business combination, a new corporate identity will be developed for the combined company that will better represent its core activities in security and identification technology. At the same time, the individual operating businesses of the new combined company are expected to continue using their existing brands, which include SCM, Hirsch, Multicard, TagStar and Arygon. The combined company will be led by Felix Marx as CEO and Ayman S. Ashour as executive chairman of the board. In addition to Ashour, Bluehill ID will nominate two members to the SCM board.

Quoted on the German Stock Exchange (XETRA) and on the NASDAQ, SCM Microsystems is a major player in security and identity solutions for secure access, secure identity and secure exchange. Together with Hirsch Electronics it acquired recently (cf. SIW #09-03 and 09-18), SCM offers a range of contact, contactless and mobile smart card reader technology, digital identity and transaction platforms, as well as systems that integrate physical and logical access control. SCM’s 225 employees are based at its global headquarters in Ismaning, Germany, its US headquarters in Santa Ana, California, its dedicated research and development facility in Chennai, India and at regional sales offices in Washington DC, Tokyo, Hong Kong and Milan. In 2008, before Hirsch acquisition, SCM Microsystems reported sales of US$ 28.4 million (EUR 19.4 million), down 7% vs. 2007, and a net loss of US$ 10.1 million (EUR 6.9 million), vs. a loss of US$ 1.9 million (EUR 1.3 million) in 2007. Results for Q2/2009 show recovery mainly thanks to Hirsch acquisition.

Bluehill ID AG is an international company with headquarters in Switzerland and listed on the Frankfurt Stock Exchange. Bluehill ID is a major group in identification (ID) technology offering products and services across the Identification / RFID value chain. Founded in 2007, the company is comprised of five operational units – Multicard (cf. SIW #09-12 and 09-39), TagStar, Arygon (cf. SIW #09-08), ACiG and Syscan ID with 97 employees based in Europe, North and South America, India and Australia. In 2008, before most of its acquisitions, Bluehill ID reported consolidated revenues for the year of EUR 5.9 million with a consolidated net profit of EUR 0.45 million.