WISeKey International Holding Ltd (“WIHN”) announces successful exchange offer for WISeKey SA shares – 90.9% tendered
ZUG, Switzerland - Thursday, March 31st 2016 [ME NewsWire]
Listing and first trading day of WIHN Class B Shares on the SIX Swiss Exchange on March 31, 2016
(BUSINESS WIRE)-- WISeKey International Holding Ltd (“WIHN”) announced today that it has successfully completed all steps to list its registered shares, nominal value CHF 0.05 (“Class B Shares”), on the SIX Swiss Exchange on March 31, 2016:
90.9% of WISeKey SA's shareholders, the main operating company of the WISeKey group, have tendered their WISeKey SA shares into WIHN's share exchange offer (the "Exchange Offer") in exchange for new Class B Shares, thus establishing WIHN as the holding company of the WISeKey group. WIHN will take the steps necessary to acquire full ownership of WISeKey SA, by entering into further private transactions or through a follow-up squeeze-out merger;
WIHN has acquired in a share-for-share transaction WISeTrust SA, the holder of the U.S. cryptographic root key IP rights;
As from the date of listing the WIHN's Class B Shares on the SIX Swiss Exchange, WIHN has access to a share subscription facility entered into with institutional investor Global Emerging Markets (“GEM”), under which GEM has committed to subscribe, at the option of the company, to newly issued Class B Shares for a value of up to CHF 60 million; and,
SIX Exchange Regulation has approved the listing of Class B Shares in accordance with the International Reporting Standard, with the first trading day taking place on March 31, 2016. The indicative reference share price submitted by WIHN's management to SIX Swiss Exchange is CHF 15, translating to a market capitalization based on the listed Class B Shares of approximately CHF 220 million and an equity value of all issued Class A and Class B Shares of approximately CHF 340 million. The indicative reference price is based on WIHN's own assessment of the Class B Share fair equity value, third party valuations from renowned investment banks and prior equity rounds.
As a result, Class B Shares will be listed and for the first time traded on the SIX Swiss Exchange on March 31, 2016 (ISIN: CH0314029270 / Valor: 31402927 / Ticker: WIHN). Class B Shares represent approximately 65% of WIHN’s capital and approximately 27% of the WIHN's voting rights. WIHN's Class A Shares, nominal value CHF 0.01 each ("Class A Shares"), conferring a voting right privilege on its holders, are held by a core group of shareholders and will not be listed and tradable on the SIX Swiss Exchange.
WISeKey is a leading Swiss cybersecurity company and selected as a World Economic Forum Global Growth Company. WISeKey has raised more than CHF 120 million since its incorporation, is deploying large scale Internet of Things (“IoT”) digital identity ecosystems and has become a pioneer of the 4th Industrial Revolution movement launched this year at the World Economic Forum in Davos. WISeKey’s Swiss based Cryptographic Root of Trust (“RoT”) integrates wearable technology with secure authentication and identification, in both physical and virtual environments, and empowers IoT and wearable devices to become secure transactional devices. WISeKey has patented this process in Switzerland, Australia, Canada and the USA and it is currently used by many IoT providers.
Carlos Moreira, Founder, Chairman and CEO of WIHN stated: “We are thrilled by the outstanding support of WISeKey SA's shareholders for our share exchange offer and are very excited that WIHN will now become the first publicly listed Root of Trust based cybersecurity company on the SIX Swiss Exchange. This will create great momentum for us to progress our revenue and profitability growth path going forward and for Switzerland to enhance its position as a cybersecurity hub globally."
ACXIT Capital Partners Ltd acts as sole financial advisor and listing agent to WISeKey International Holding Ltd. Homburger Ltd acts as legal counsel to WISeKey International Holding Ltd.
WISeKey is one of the world’s fastest-growing cybersecurity companies and a global growth company partner of the World Economic Forum. WISeKey provides specialized technologies for data protection, effective authentication and identification and authentication of people and objects to ensure secured communications and transactions without compromising trust. WISeKey runs its own Root of Trust cybersecurity platform and identity-based data security solutions for international organizations, governments, enterprises, and financial institutions spanning 102 countries. WISeKey is headquartered in Geneva with operations in Vietnam and the US. It intends to aggressively build out its US operations with hubs in California and Maryland. WISeKey has already embedded root of trust based security in over 2.6 billion browsers, sensors and wearables in addition to offering the industry's trusted suite of IoT security products using the fact that authentication is becoming an increasingly important cybersecurity IoT consideration.
This communication expressly or implicitly contains certain forward-looking statements concerning WISeKey International Holding Ltd and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of WISeKey International Holding Ltd to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. WISeKey International Holding Ltd is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and it does not constitute an offering prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Investors must rely on their own evaluation of WISeKey and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of WISeKey.
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For further information, please contact:
WISeKey International Holding Ltd:
Carlos Moreira, +41 22 594 3000
Chairman & CEO