PrintProposed Business Combination Between SCM Microsystems, Bluehill Expected to Close in Early 2010
Posted on December 18, 2009 @ 10:40 am
More than 62 percent of Bluehill ID AG shareholders have now tendered their shares in response to SCM Microsystems’ 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 Nov. 21, 2009 and will end on Dec. 29, 2009 at midnight CET. Given the acceptance rate achieved to date, it is currently anticipated that the required 75 percent 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 Dec.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 Dec. 29, 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 percent of the currently issued and outstanding Bluehill ID shares, immediately after the closing of the offer, approximately 60 percent of the then outstanding shares of common stock in SCM will be held by the current SCM stockholders and approximately 40 percent of the then outstanding shares of common stock in SCM will be held by the current shareholders of Bluehill ID.
“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,” Ayman Ashour, CEO of Bluehill ID, said. “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 benefiting from the increased strength of the combined Bluehill ID and SCM.”
The acceptance figure is based on the current acceptance levels as communicated by the custodian banks. The acceptance period began on Nov. 21, 2009 and will end on Dec. 29, 2009 at midnight CET. Given the acceptance rate achieved to date, it is currently anticipated that the required 75 percent of Bluehill ID shares will be tendered in accordance with the terms of the offer and the transaction will close in early 2010.
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 Dec. 29, 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 percent of the currently issued and outstanding Bluehill ID shares, immediately after the closing of the offer, approximately 60 percent of the then outstanding shares of common stock in SCM will be held by the current SCM stockholders and approximately 40 percent of the then outstanding shares of common stock in SCM will be held by the current shareholders of Bluehill ID.
“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,” Ayman Ashour, CEO of Bluehill ID, said. “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 benefiting from the increased strength of the combined Bluehill ID and SCM.”
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