Bluehill ID AG / Merger

04.01.2010 

Dissemination of a Corporate News, transmitted by
DGAP - a company of EquityStory AG.
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BLUEHILL ID AND SCM MICROSYSTEMS COMPLETE BUSINESS COMBINATION

Combined Company to Adopt New Name: Identive Group

Santa Ana, Ismaning, and St. Gallen, January 4, 2010 - SCM Microsystems,
Inc. (NASDAQ: SCMM; Prime Standard: SMY), a leading provider of solutions
for secure access, secure identity and secure exchange, and Bluehill ID AG
(FSE: BUQ), a leading provider of automatic identification and RFID
technologies, products, services and solutions, announced today that the
transaction to combine their respective businesses has closed. Under the
terms of the Business Combination Agreement, SCM made an offer to the
Bluehill ID shareholders to acquire all of the Bluehill ID shares and
issued 0.52 new shares of SCM's common stock for every one share of
Bluehill ID tendered. Approximately 92% of Bluehill ID shares outstanding
were tendered in the offer and will be exchanged for a total of
approximately 15,299,979 new shares of SCM common stock. Following the
closing of the transaction, approximately 38% of the outstanding shares of
the new combined company are now held by former Bluehill ID shareholders.
The issuance of shares of SCM common stock to the former shareholders of
Bluehill ID was approved by the stockholders of SCM at a special meeting
held on December 18, 2009 and the transfer of the new shares is expected to
be initiated by SCM on January 7, 2010.

'The business combination with Bluehill ID is a crucial step in our joint
strategy to create the signature company for security and identity-based
technologies and solutions,' said Felix Marx, Chief Executive Officer of
SCM Microsystems. 'Our two businesses are complementary in terms of
products, market focus, geographic distribution and coverage across the
identification industry generally and the identity management and access
control value chains in particular. As a combined company we stand in a
unique position, at the center of three convergence trends: the integration
of physical and logical access systems, the enhancement of smart cards with
contactless technologies, and the marriage of identification technologies
with mobile communication. We are therefore able to provide identification
and authentication solutions for applications ranging from security to
asset tracking to transaction processing for mobile and fixed
installations.'

Combined Company Adopts New Corporate Identity
In accordance with the terms of the Business Combination Agreement, a new
corporate identity has been developed for the combined company that is
designed to reflect its core activities in security and identification
technology. Beginning January 4, 2010, SCM Microsystems, Inc. will start
doing business under the name 'Identive Group.' In connection with the new
corporate identity, SCM also plans to file to change its ticker symbol on
the NASDAQ Stock Exchange to 'INVE' and on the regulated market (Prime
Standard) of the Frankfurt Stock Exchange to 'INV.' It is currently
expected that the change in ticker symbols will occur on January 15, 2010.
SCM intends to seek stockholder approval in the future to amend its
certificate of incorporation to officially change its name to 'Identive
Group,' and in the interim will continue to file its annual, quarterly and
current reports under SCM Microsystems, Inc. Additionally, Bluehill ID, as
a majority-owned subsidiary, will change its name to 'Identive Group AG'
and will seek regulatory approval for such change, but is expected to
continue to trade at the open market of the Frankfurt Stock Exchange under
the symbol BUQ. The individual operating businesses of Identive Group will
continue to use their existing brands, which include SCM Microsystems,
Hirsch, Multicard, TagStar Arygon, Syscan and ACiG Technology.

Additions to Management and Board
Following the closing of the transaction, Ayman S. Ashour, Chief Executive
Officer of Bluehill ID, has joined the board of directors of Identive Group
and has been named Executive Chairman of the Board. Additionally, Dr.
Cornelius Boersch and Daniel S. Wenzel, both former directors of Bluehill
ID, have also joined the board of directors of Identive Group.

Melvin Denton-Thompson has been designated as the new Chief Financial
Officer of Identive Group, replacing Stephan Rohaly, who left the position
in September 2009. Denton-Thomson brings 25 years' international financial
management experience in a number of industries, particularly with security
companies. He served as CFO and Chief Operating Officer of Bluehill ID
since May 2008. Previously, he was CFO and Deputy CEO of the Hospitality
division of Assa Abloy, a security solutions firm.

'The new Identive Group now holds a position that is unmatched in the
identification and security markets,' said Ayman Ashour. 'The combined
company brings together a broad set of top-tier products and technologies,
as well as a strong management team with a clear vision. Our immediate
focus will be on continuing to execute our buy, build and grow strategy,
with an emphasis on driving consolidation in the highly fragmented ID
market. We recognize that in addition to our leadership goals we must
deliver improved financial performance to support our growth, and our
management team is fully committed to this.'

About Identive Group
Identive Group is an international operating organization focused on
building the world's signature company in secure identification-based
technologies. Through its group of recognized brands, Identive provides
leading-edge products and solutions in the areas of physical and logical
access control, identity management and RFID systems to governments,
commercial and industrial enterprises and consumers. The organization's
growth model is based on a combination of disciplined acquisitive
development and strong technology-driven organic growth from its member
companies. For additional info visit: www.identive-group.com.


About SCM Microsystems, Inc.
SCM Microsystems (NASDAQ: SCMM; Prime Standard: SMY) d.b.a Identive Group
is a global leader in security and identity solutions for secure access,
secure identity and secure exchange. Together with its Hirsch Electronics
subsidiary, SCM provides complete, integrated solutions that secure digital
assets, electronic transactions and facilities. The company offers the
world's broadest range of contact, contactless and mobile smart card reader
technology; physical and logical access control systems; digital identity
transaction platforms; biometrics; and digital video. SCM's solutions
enable a wide variety of applications including enterprise security,
identity management, contactless payment, e-health and electronic
government services. For additional information, visit www.scmmicro.com,
and www.identive-group.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
(ISIN CH0031958629; 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.


Note: The SCM logo is a trademark of SCM Microsystems, Inc. and the Hirsch
logo is a trademark Hirsch Electronics or its affiliates in the United
States and certain other countries. Identive Group is a trademark of SCM
Microsystems. Additional company and product names may be trademarks or
registered trademarks of the individual companies and are respectfully
acknowledged.



Contact:
Fabien B. Nestmann
+41 44 783 8043
fbn@bluehill-id.com




04.01.2010  Ad hoc announcement, Financial News and Media Release distributed by DGAP.
Media archive at www.dgap-medientreff.de and www.dgap.de

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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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