SCM Microsystems and Bluehill ID have entered into an agreement to combine their respective companies in an all share transaction, subject to certain regulatory and shareholder approvals.
Under the agreement, SCM will make an offer to the Bluehill shareholders to acquire all shares of Bluehill and shareholders 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.
If all the Bluehill shareholders accept the offer and SCM acquires 100% of the outstanding Bluehill shares, around 60% of the outstanding shares of the combined entity 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 shareholders.
Following the completion of the business combination, a new corporate identity will be developed for the combined company that would 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 company said.
The combined company will be led by Felix Marx as CEO and Ayman Ashour as executive chairman of the board. In addition to Ashour, Bluehill will nominate two members to the SCM board.
Both companies are focused on access control, identity management and RFID technologies and markets. SCM operates under the SCM and Hirsch brands while Bluehill operates under the Multicard, TagStar, Arygon, Syscan and ACiG brands, all covering the RFID and smart card value chains.
Felix Marx, chief executive officer of SCM Microsystems, said: “Following on the heels of our recently completed merger with Hirsch Electronics, the combination with Bluehill ID further advances our strategy of expanding our position in contactless markets and technology.
“It offers us entry into the important RFID transponder technology market, strengthens our e-passport and national ID business, and helps us expand into important growth verticals. Bluehill ID’s broad geographic reach complements ours very nicely; our combined business will be more diversified and balanced globally. In a highly fragmented, technology driven growth industry, Bluehill ID’s technology, market reach and brands coupled with the strength of our combined management team and industry vision will immensely accelerate our strategic plans.”
