2016 Annual Report and 2016 Financial Statements to be Published on 5 May 2017 instead of 30 April 2017
Zug, Switzerland, 28 April 2017 – WISeKey International Holding Ltd (“WISeKey” or the “Company”) (SIX: WIHN) announced today that the Company will publish the 2016 Annual Report, including, among other things, its consolidated financial statements for financial year 2016, on 5 May 2017, and not by the end of April 2017 as originally anticipated. Further to a submission by the Company to SIX Exchange Regulation, SIX Exchange Regulation today granted the Company an extension of the end of April 2017 deadline under applicable SIX Swiss Exchange regulations until 5 May 2017.
The relevant part of SIX Exchange Regulation’s extension decision is as follows:
“I. The application of WISeKey International Holding Ltd. of 27 April 2017 for granting an extension of the deadline to publish its 2016 annual report and to file such report with SIX Exchange Regulation until 5 May 2017 is granted with the following reservation (lit. a) and under the following conditions (lit. b):
a. SIX Exchange Regulation reserves the right to suspend trading in the shares in WISeKey International Holding Ltd. in case the 2016 annual report is not published until Friday, 5 May 2017, 11.59 pm CET, at the latest, in accordance with the provisions regarding ad hoc publicity (art. 53 of the Listing Rules [LR] in connection with the Directive on Ad hoc Publicity [DAH]).
b. WISeKey International Holding Ltd. is required to publish a notice in accordance with the provisions regarding ad hoc publicity (art. 53 LR in connection with the DAH) on Friday, 28 April 2017, between 5.30 pm CET and 11.59 pm CET, at the latest. The ad hoc notice must contain:
– an unaltered reproduction of the wording of section I. of this decision, placed in a prominent position in the ad hoc notice; and
– a statement, as precisely as possible, regarding profit/loss, revenues and EBITDA for the business year 2016 of WISeKey International Holding Ltd.; and
– the reasons for the application of WISeKey International Holding Ltd. for granting an extension of the deadline to publish its 2016 annual report and to file such report with SIX Exchange Regulation.”
The delay in publishing the 2016 Annual Report primarily results from the involvement of the historic statutory auditor of VaultIC, the French company acquired by WISeKey from Inside Secure SA in September 2016, required under French law, and the complexity of the nature of the net assets acquired, the expected cash flow linked to each category of assets so as to determine their fair value and allocation of the purchase price, to ensure that the fair value of the net assets acquired is adequately measured and allocated, have proven more complex than originally anticipated.
Based on current status of the processes completed by the Company, the Company currently expects to report, on a consolidated level, net revenues of approximately USD 11m, with an expected EBITDA loss of approximately USD 34m and an overall net loss of approximately USD 35m. The main driver of the losses is the non-cash impact of approximately USD 24m of stock-based compensation as a result of the transactions to form the group held through WISeKey International Holding Ltd in March 2016. Any change in the assessment of the Purchase Price Allocation (“PPA”) currently under continued review could further impact the EBITDA and net loss figures.
WISeKey (SIX Swiss Exchange: WIHN) is a leading global cybersecurity company currently deploying large scale digital identity ecosystems with a patented process. WISeKey’s Swiss based cryptographic Root of Trust (“RoT”) provides secure authentication and identification, in both physical and virtual environments, for the Internet of Things, Blockchain and Artificial Intelligence. The WISeKey RoT serves as a common trust anchor to ensure the integrity of on-line transactions among objects and between objects and people. For more information, visit www.wisekey.com.
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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.