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: Hirsch Electronics Corp.
Filer No. 000-29440
[The following message was sent to Hirsch Electronics employees on December 11, 2008 by Larry
Midland, president of Hirsch Electronics]
To All Hirsch Employees,
I have an important and exciting announcement to share with you this morning. Hirsch Electronics
has entered into a definitive agreement to merge with SCM Microsystems, a leading supplier of smart
card readers and other smart chip-enabled technologies.
The security industry has seen tremendous change and growth in the recent decade. The electronic
access control market, once an industry with very small companies and relatively few innovations,
is today characterized by larger companies and rapid technological change.
The Hirsch executive management team has been analyzing opportunities for Hirsch to continue to
grow, innovate and meet customer needs. We found what we believe is an ideal partner in SCM.
As you may know from our October 8, 2008, announcement, Hirsch is already an authorized distributor
for SCM, and we are the exclusive worldwide distributor of SCM PACT smart card readers. We have
come to know the SCM personnel during our negotiations, and they value the same integrity and
business ethics that have made Hirsch a trusted partner to you and our customers.
We expect the merger to be an entirely positive action for Hirsch. There is very little overlap in
the two companies geographic coverage or where our employees are located (the vast majority of SCM
employees are in Europe and Asia). We expect to increase staff to target some of the new
opportunities available to us.
There is very little duplication between the Hirsch and SCM product lines...yet they are
extraordinarily complementary. As stated in the press release, The combination of SCM and Hirsch
is expected to result in a new security products leader at a time of escalating market demand for
converged security solutions leveraging smart cards and smart chip-enabled devices. The mergers
timing is opportune, because such smart devices are increasingly being considered a must have
to authenticate identities and establish trust in order to execute transactions or authorize access
to buildings and IT networks.
So, I am extremely excited about this merger and its benefits for our customers and employees. And
I think you should be too.
Please note, because SCM is a public company, it is imperative we comply with the rules governing
public companies during mergers and acquisitions. Hirsch employees, when interacting with others
outside of Hirsch, must abide by the following, or risk violating the law: You may not provide new
information or opinion. Rather, restate only what has been filed with the Securities and Exchange
Commission (SEC). To stay within this bound, restate only what is contained in the merger-related
documents posted on our website. People that request additional information should be referred to
our website. They may also contact Scott Howell at marketing@hirschelectronics.com.
Also note the following insider trading warning provided by the Hirsch attorneys: Any of the
information about the proposed merger and the two companies that has not been publicly released or
filed with the SEC, may constitute material non-public information, which is regulated in various
jurisdictions, and so any person with knowledge of such information may not trade, sell, buy or
transact in any way in SCMs securities, or communicate the information to someone who might trade
in such securities, until the information is public.
The key factor to relate to our customers and partners is this: It is business as usual in terms
of sales and support of Hirsch products. There is no change in our company name, product names or
product line. And after completion of the merger, the combined company will have the opportunity
to deliver:
|
|
Expanded breadth and depth of products and services; |
|
|
|
New, integrated products and technology to address evolving physical
and logical security requirements; and |
|
|
|
Expanded market presence and local resources in all key world regions. |
I think our letter to our customers (presented below, posted on our website, and emailed to the
contacts in our CRM database) provides a good overview of the reasoning and opportunity.
In closing, let me share an analogy with you that may help relate why this merger is so special.
Its a bit like bringing the positive and negative poles of two magnets together once aligned,
they generate an extremely powerful force. The analogy is fitting when one considers the
companies combined strengths in complimentary areas: physical plus logical security; traditional
access control plus smart-chip enabled identity management and trust; reader engineering and design
plus systems engineering and design plus sales and marketing; strong North America presence plus
strong Europe and Asia presence. Its a case where one plus one equals three. Combined, we have
the opportunity to bring to market advanced, next-generation security solutions that solve tough
market problems.
I will share more information as it becomes available. In the meantime, please read the document
below and on our website. Thank you for your dedication to Hirsch and for making such positive
growth possible for us all.
Sincerely,
Larry Midland
President
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: Hirschs ability to grow, innovate and meet customer needs, Hirschs
expectations for increasing staff as a result of the merger, that the combined company will be a
leader in the market for converged security products, that the combined company will have the
opportunity to deliver expanded breadth and depth of products and services including new integrated
products and technologies, that the combined company will have expanded market presence and local
resources, that the combined company will have the ability to bring to market advanced
next-generation security solutions; 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.