e425
Filed by SCM Microsystems, Inc.
pursuant to Rule 425 under the
Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the
Securities Act of 1934
Subject Company: SCM Microsystems
Filer No. 000-29440
[The following message was sent to customers of SCM Microsystems on December 11, 2008 by Felix
Marx, CEO of SCM Microsystems]
To our Customers and Partners:
Id like to share with you an exciting development for SCM Microsystems.
We have reached a definitive agreement to merge with Hirsch Electronics Corporation, a leading
supplier of physical access control systems.
Combining SCM and Hirsch would transform our two companies into a security industry powerhouse in
the physical and logical access control market. Our customers would benefit from the merged
companys strengths in all areas:
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Expanded breadth of our solution range; |
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New, integrated products and technology to address evolving physical and logical
security requirements; |
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Expanded market presence and local resources in all key regions; |
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Increased operational scale and financial solidity; |
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A shared commitment to the customer and a clear focus on innovation, reliability and
company integrity. |
This move comes because we, and the management of Hirsch, are listening to you.
Many of our customers worldwide are calling for converged solutions to information security and
physical access control. That trend is creating demand for a broad set of devices, from doors to
desktops, with support for smart cards, biometrics and contactless technologies. By offering both
of our respective product lines, we can better address the full spectrum of your requirements,
something that will make the new SCM an even more valuable partner to you.
We anticipate the merger will close in the first half of 2009. In the meantime, as shareholders and
regulators review the merger details, SCM customers can expect business as usual.
SCMs employees and management team will continue doing what we have always doneputting our
customers satisfaction first with well designed, high performance
technology, on-time deliveries and excellent quality. After the proposed merger is completed,
these core valuesessential to your satisfaction and our growthwill be completely ingrained in the
new, combined company.
Please refer to our joint press release [LINK TO PRESS RELEASE] announcing the proposed
merger for further details. More information about this announcement is also available at
www.scmmicro.com and www.HirschElectronics.com.
Sincerely,
Felix Marx
CEO, SCM Microsystems
Other important information:
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.
SECURITY HOLDERS OF SCM MICROSYSTEMS AND HIRSCH ELECTRONICS ARE URGED TO READ THE REGISTRATION
STATEMENT, JOINT PROXY STATEMENT/INFORMATION STATEMENT AND PROSPECTUS, AND OTHER DOCUMENTS FILED
WITH THE SEC REGARDING THE PROPOSED MERGER CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
In addition to the documents described above, SCM files annual, quarterly and current reports,
proxy statements and other information with the SEC. Security holders will be able to obtain free
copies of the Registration Statement and the joint proxy statement/information statement and
prospectus (when available) and other documents filed by SCM with the SEC at the SECs website at
www.sec.gov or at SCMs website at www.scmmicro.com.
SCM and its directors and executive officers and other persons may be deemed to be participants in
the solicitation of proxies from SCM stockholders in respect of the proposed transaction. A
description of direct and indirect interests, by security holdings or otherwise, of the directors
and executive officers of SCM is set forth in SCMs proxy statement for its 2008 annual meeting,
which was filed with the SEC on April 29, 2008. Additional information regarding the persons who
may, under the rules of the SEC, be considered participants in the solicitation of proxies in
connection with the proposed merger and a description of their interests will be contained in the
definitive joint proxy statement/information statement and prospectus and other relevant materials
to be filed with the SEC. Copies of these documents maybe
obtained free of charge from the SECs website at www.sec.gov or from SCMs website at
www.scmmicro.com.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These include, without limitation, our statements contained above regarding the merger
agreement, including potential benefits and synergies of the merger for both companies such as:
expanded breadth of range of solutions offered to customers, the successful development and
introduction of new, integrated products for logical and physical access, expanded market presence
and resources, increased operational scale and financial solidity, and the combined companys
ability to better address customer requirements by offering both sets of their respective products;
the anticipated closing date of the merger; and any statements about the benefits of the business
combination transaction 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 future business and financial performance of SCM and Hirsch, the failure of
stockholders to approve the transaction, the risk that the businesses will not be integrated
successfully; the risk that the synergies from the transaction may not be fully realized or may
take longer to realize than expected, disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers, competition and its effect on
pricing, spending, third-party relationships and revenues and the possibility that the closing of
the merger may be delayed, or that the merger may not close. For a discussion of further risks and
uncertainties related to SCMs business, please refer to our public company reports and the Risk
Factors enumerated therein, including our Annual Report on Form 10-K for the year ended December
31, 2007 and subsequent reports, filed with the SEC. SCM undertakes no duty to update any
forward-looking statement to reflect any change in SCMs expectations or any change in events,
conditions or circumstances on which any such statements are based.