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 shareholders of Hirsch Electronics on December 10, 2008 by Larry
Midland, president of Hirsch Electronics]
December 10, 2008
Dear Hirsch Shareholder:
I have some exciting news to share with you!
Hirsch has entered into a merger agreement, subject to shareholder approval, with SCM Microsystems,
website www.SCMmicro.com.
SCM is a global market leader in the design and manufacture of smart technologies smart card
readers and terminals, integrated circuits (ICs; i.e., smart chips), and smart contactless devices
for logical access (i.e., computer log-on and network access), e-passports, e-health, national
ID cards, secure banking, mass transit payment, and many other applications.
The merger of Hirsch and SCM will create a powerhouse enterprise offering converged solutions for
physical and logical security.
The timing is opportune. The market demand for converged security solutions utilizing smart cards
and smart chip-enabled products is at an all time high and is expected to continue rapid growth.
SCM is a public company traded on the U.S. NASDAQ and the Frankfurt Prime Standard stock markets.
They reported revenues of approximately $30 million in 2007 and have approximately 150 employees.
Being about the same size as Hirsch, the agreement represents a merger of equals.
Page 1 of 3
The deal, if approved by shareholders and regulators, will be executed by SCM acquiring 100% of
Hirsch shares with a combination of cash, stock and stock warrants.
I believe this is an excellent opportunity for Hirsch investors not only to obtain cash for their
Hirsch shares, but also to acquire shares of an established public company which will be uniquely
positioned to exploit the potentially explosive growth of the worldwide smart card and smart-chip
enabled device market. The transaction also provides shareholders with the liquidity of publically
traded stock and access to public equity listings for future liquidity, price discovery and
transparency.
The press release announcing our proposed merger is enclosed. Additionally, a joint proxy
statement/information statement is being prepared and will be sent to SCM and Hirsch shareholders
in the coming months, after which both companies shareholders will be asked to vote on the
proposed merger.
Ill keep you up to date as additional information becomes available. In the meantime, as Im sure
you understand, we must abide by the rules governing mergers and acquisitions for public
corporations, and must restrict the information we provide to that which has been filed with the
SEC and thus made publicly available.
In closing, I am excited to share this information with you, because I believe this merger aligns
exceptionally well with the desires expressed by Hirsch shareholders.
Best regards,
Larry Midland
Chairman & 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.
Page 2 of 3
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:
creating a powerhouse enterprise in the physical and logical access markets, the ability of the
combined company to exploit expected growth in the worldwide smart card and smart-chip enabled
device market; 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.
Page 3 of 3