WISeKey International Holding (WIHN) Intends to Acquire Additional WISeKey SA Shares From
Possible Change in Class A Share Ownership
ZUG, Switzerland – September 27, 2017 – WISeKey International Holding Ltd (“WISeKey” or the “Company”) (SIX: WIHN), a provider of Cybersecurity and IoT solutions, today announced that its Board of Directors has approved an increase in its share capital out of authorized share capital on a non-preemptive basis through the issuance of up to 1,174,235 new Class B Shares to minority shareholders of WISeKey SA, a subsidiary of which the Company holds 90.9%, who have not tendered their WISeKey SA shares to the Company in the 2016 exchange offer but who have expressed an interest to do so now based on bilateral share exchange agreements. The Company intends to execute any such bilateral share exchanges on the basis of an exchange ratio of five (5) WISeKey SA shares for one (1) Class B Share. WISeKey expects execution of these bilateral transactions shortly, with a listing of the newly issued Class B Shares on the SIX Swiss Exchange to occur on or about September 29, 2017. In connection with such listing, WISeKey also intends to issue approximately 137,177 new Class B Shares to ExWorks in connection with an interest and term loan conversion pursuant to the terms of the previously announced acquisition line of credit agreement with ExWorks.
WISeKey has further been requested to release some Class A Shareholders from contractual transfer restrictions to enable such Class A Shareholders to enter into private transactions with Carlos Moreira regarding the exchange of their Class A Shares for Class B Shares held by Carlos Moreira. Subject to the execution of such private exchange transactions, the Company intends to consent to such release requests. Carlos Moreira will continue to be the Company’s largest shareholder.
WISeKey (SIX Swiss Exchange: WIHN) is a leading global cybersecurity company currently deploying via a Virtual Platform large scale digital identity ecosystems. WISeKey’s Swiss based cryptographic Root of Trust (“RoT”) and IoT Microchips 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 online transactions among objects and between objects and people. For more information, visit www.wisekey.com.
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Press and investor contacts:
| WISeKey International Holding Ltd
Company Contact: Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
| WISeKey Investor Relations (US)
Contact: Lena Cati
The Equity Group Inc.
Tel: +1 212 836-9611
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.