SCM Microsystems and Bluehill ID AG, have entered into an agreement to combine their respective companies, subject to certain regulatory and shareholder approvals. Under the agreement SCM will make an offer to the Bluehill ID shareholders to acquire all shares of Bluehill.
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 owns the Multicard, TagStar, Arygon, Syscan and ACiG brands.
“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,” said Felix Marx, SCM’s CEO. “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.”
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 company are expected to continue to use their existing brands. The new enterprise will be led by Marx as CEO and Ayman S. Ashour, Bluehill’s CEO, as executive chairman of the board. In addition to Ashour, Bluehill will nominate two members to the SCM board.
Under terms of the deal, Bluehill shareholders who accept and tender their shares 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 new company would be held by the current Bluehill ID shareholders.