Bluehill ID AG
PROPOSED BUSINESS COMBINATION BETWEEN SCM MICROSYSTEMS AND BLUEHILL ID EXPECTED TO CLOSE IN EARLY 2010; OVER 62% OF BLUEHILL ID SHAREHOLDERS HAVE ACCEPTED SCM’S VOLUNTARY PUBLIC EXCHANGE OFFER TO DATE
Bluehill ID AG / Offer/Mergers & Acquisitions 18.12.2009 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer / publisher is solely responsible for the content of this announcement. --------------------------------------------------------------------------- PROPOSED BUSINESS COMBINATION BETWEEN SCM MICROSYSTEMS AND BLUEHILL ID EXPECTED TO CLOSE IN EARLY 2010; OVER 62% OF BLUEHILL ID SHAREHOLDERS HAVE ACCEPTED SCM'S VOLUNTARY PUBLIC EXCHANGE OFFER TO DATE St. Gallen, 18 December 2009 - Over 62% of Bluehill ID AG (FSE:BUQ) shareholders have now tendered their shares in response to SCM Microsystems' (NASDAQ: SCM; Prime Standard: SMY) voluntary public exchange offer to acquire all outstanding shares of Bluehill ID in order to effect a business combination between the two companies. The acceptance figure is based on the current acceptance levels as communicated by the custodian banks. The acceptance period began on November 21, 2009 and will end on December 29, 2009 at midnight CET. Given the acceptance rate achieved to date, it is currently anticipated that the required 75% of Bluehill ID shares will be tendered in accordance with the terms of the offer and the transaction will close in early 2010. The transaction is subject to the satisfaction of several conditions, including the approval by SCM's stockholders of the offer and the issuance of the shares in connection with the offer. A special meeting of SCM's stockholders is being held today, December 18, 2009, at 1:00 p.m. pacific time, to consider the proposal. Under the business combination agreement, SCM agreed to offer new SCM shares in exchange for all Bluehill ID shares. Shareholders of Bluehill ID who accept and tender their shares by 29 December 2009 in the offer are expected to receive 0.52 shares of SCM's common stock for every one share of Bluehill ID. If all shareholders of Bluehill ID accept the offer and SCM acquires 100% of the currently issued and outstanding Bluehill ID shares, immediately after the closing of the offer, approximately 60% of the then outstanding shares of common stock in SCM will be held by the current SCM stockholders and approximately 40% of the then outstanding shares of common stock in SCM will be held by the current shareholders of Bluehill ID. Ayman S. Ashour, chief executive officer of Bluehill ID commented, 'We are fortunate to have the strong support of our shareholders which has been demonstrated by the number of shares which have already been tendered. We anticipate the transaction will be completed in early 2010 allowing us to start the new year with a clear focus on continuing our vision and benefitting from the increased strength of the combined Bluehill ID and SCM.' Further information on the offer can be found at http://offer.scmmicro.com/. About Bluehill ID Bluehill ID AG (www.bluehill-id.com) is an international operating company with headquarters in Switzerland and listed on the Frankfurt Stock Exchange (Symbol: BUQ). Bluehill ID is dedicated to the responsible use and development of RFID and other automatic identification technologies. These technologies are used in the fields of security, identification, tracking and further growing applications. The business model of the company is based on combining disciplined acquisitive growth with sustainable organic growth from its Group of companies. Contact Fabien Nestmann Bluehill ID AG Tel: +41 44 783 8043 Email: fbn@bluehill-id.com 18.12.2009 Ad hoc announcement, Financial News and Media Release distributed by DGAP. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- Language: English Company: Bluehill ID AG Dufourstr. 121 CH-9001 St. Gallen Schweiz Phone: +41 44 783 8043 Fax: +41 44 783 8040 E-mail: contact@bluehill-id.com Internet: www.bluehill-id.com ISIN: CH0031958629, CH0038439490 WKN: A0MUR7 Listed: Open Market in Frankfurt End of News DGAP News-Service ---------------------------------------------------------------------------
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