Hirsch Electronics Corporation, a leading supplier of access
control and security management solutions, today announced that its
shareholders have adopted the Agreement and Plan of Merger, dated
December 10, 2008, by and among Hirsch, SCM Microsystems, Inc.
(NASDAQ: SCMM) (Prime Standard: SMY), and two wholly-owned
subsidiaries of SCM, pursuant to which Hirsch will become a
U.S.-based, wholly-owned subsidiary of SCM.
At the special meeting of Hirsch shareholders held on March 11,
2009, 4,454,394 shares were represented in person or by proxy,
comprising 94% of common stock outstanding and constituting a
quorum. 4,369,994 shares, or 93% of shares outstanding, were voted
in favor of the merger at the special meeting of Hirsch
shareholders.
Hirsch and SCM currently expect closing of the proposed merger
to occur following satisfaction of all of the conditions to closing
contained in the Agreement and Plan of Merger, including the
receipt of approval of SCM�s stockholders to issued shares of SCM
common stock and warrants to purchase shares of SCM common stock in
connection with the proposed merger.
After the closing of the proposed merger, Hirsch products and
services will continue to be marketed, sold and supported by Hirsch
under the Hirsch Electronics company name.
About SCM Microsystems, Inc.
SCM Microsystems is a leading provider of solutions that open
the Digital World by enabling people to conveniently access digital
content and services. The company develops, markets and sells the
industry�s broadest range of smart card reader technology for
secure PC, network and physical access and digital media readers
for transfer of digital content to OEM customers in the government,
financial, enterprise, consumer electronics and photographic
equipment markets worldwide. U.S. headquarters are in Fremont,
California and global headquarters are in Ismaning, Germany. For
additional information, visit the SCM Microsystems website at
www.scmmicro.com.
About Hirsch Electronics Corporation
Hirsch Electronics designs and manufactures security systems for
worldwide markets. Hirsch is a recognized leader in IP-based
physical security solutions that interoperate with other networked
databases, devices and systems, such as human resources,
provisioning, and directory services. Hirsch�s award-winning
role-based access control, identity management, and policy-based
security management systems integrate access control, digital
video, alarm monitoring, smart cards and biometrics. Website:
www.HirschElectronics.com.
Important Information
In connection with the proposed merger transaction involving SCM
Microsystems and Hirsch Electronics, SCM has filed with the
Securities and Exchange Commission (�SEC�) a registration statement
on Form S-4 (No. 333-157067), which was declared effective on
February 13, 2009. The definitive joint proxy statement/information
statement and prospectus dated February 13, 2009 was first mailed
to stockholders of SCM and shareholders of Hirsch Electronics on
February 18, 2009. SCM has filed other documents regarding the
proposed transaction with the SEC and may file additional documents
regarding the proposed transaction as well. SECURITYHOLDERS OF SCM
AND HIRSCH ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT
PROXY STATEMENT/INFORMATION STATEMENT AND PROSPECTUS, AND OTHER
DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
REGARDING THE PROPOSED MERGER CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
The definitive joint proxy statement/information statement and
prospectus has been mailed to SCM�s stockholders and Hirsch�s
shareholders. Stockholders of SCM and shareholders of Hirsch may
obtain a copy of the joint proxy statement/information statement
and prospectus, as well as other filings containing information
about SCM and Hirsch, without charge, at the SEC's Internet site
(http://www.sec.gov). Copies
of the joint proxy statement/information statement and prospectus
can also be obtained, without charge, from the SCM corporate
website at www.scmmicro.com,
or by directing a request to SCM Microsystems, Inc., Attention:
Investor Relations, 41740 Christy Street, Fremont, California 94538
or Hirsch Electronics Corp, 1900 Carnegie Avenue, Bldg B, Santa
Ana, California 92705, Attention: Secretary.
In addition to the documents described above, SCM files annual,
quarterly and current reports, proxy statements and other
information with the SEC, which are available at the SEC�s website
at www.sec.gov or at SCM�s
website at www.scmmicro.com.
THIS COMMUNICATION IS FOR INFORMATION PURPOSES ONLY AND SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SECURITIES, NOR SHALL THERE BE ANY SALE OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH SOLICITATION OR SALE WOULD BE UNLAWFUL
PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
SUCH JURISDICTION.
SCM Microsystems and its directors, executive officers and other
employees may be deemed to be participants in the solicitation of
proxies from the stockholders of SCM in connection with the
proposed transaction. Information about SCM�s directors and
executive officers is available in the joint proxy
statement/information statement and prospectus and other materials
referred to in the proxy statement/prospectus.
Forward Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. These include, without limitation, our statements contained
above regarding the closing date of the proposed merger and other
statements that are not historical facts. These statements involve
risks and uncertainties that could cause actual results and events
to differ materially, including the possibility that SCM
stockholders may not approve the proposed merger, that the closing
of the proposed merger may be delayed, or that the proposed merger
may not close. For a discussion of further risks and uncertainties
related to SCM�s business, please refer to SCM�s public company
reports and the Risk Factors enumerated therein, including SCM�s
Annual Report on Form 10-K for the year ended December 31, 2007 and
subsequent reports, including SCM�s Quarterly Report on Form 10-Q
for the period ended September 30, 2008, filed with the SEC. SCM
undertakes no duty to update any forward-looking statement to
reflect any change in SCM�s expectations or any change in events,
conditions or circumstances on which any such statements are
based.
Note: The SCM logo is a trademark of SCM Microsystems, Inc. and
the Hirsch logo is a trademark of Hirsch Electronics Corporation or
its affiliates in the United States and certain other countries.
Additional company and product names may be trademarks or
registered trademarks of the individual companies and are
respectfully acknowledged.
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