WISeKey announces at the World Economic Forum in Davos that it has secured a CHF 60 million equity financing facility from a consortium of international institutional investors led by GEM

WISeKey Group to pursue a public listing on SIX Swiss Exchange in Q1 2016 under the International Reporting Standard

Davos, Switzerland, 20 January 2016,
WISeKey SA / WISeKey International Holding Ltd (“WISeKey”) announced today that it has signed a binding agreement arranged by ACXIT Capital Partners with a leading consortium of high profile institutional investors (the “Investors”), granting WISeKey a CHF 60 million committed Share Subscription Facility (the “SSF”) as of the date of the WISeKey Group listing on SIX Swiss Exchange, which is expected to be completed in Q1 2016.
Under the terms of the SSF, WISeKey will have the right, from time to time and during a period of up to 5 years, to issue and sell shares to the Investors. Under the facility, the Investors undertake to subscribe to or acquire ordinary registered WISeKey International Holding AG shares upon WISeKey’s exercise of a Draw Down Notice. WISeKey will control the timing and maximum amount of any Draw Down, and has the right, not the obligation, to draw down on the full Commitment Amount.
WISeKey has retained ACXIT Capital Partners as arranger & placement agent for the CHF 60 million SSF. ACXIT Capital Partners is also acting as financial advisor and Swiss listing advisor to WISeKey for the envisaged “going public” on SIX Swiss Exchange. It is envisaged that following the finalization of the ongoing internal reorganization of WISeKey implemented to optimize the corporate structure and fulfill the requirements for a listed company, WISeKey International Holding AG, the new group holding company of the WISeKey Group, will pursue a listing on SIX Swiss Exchange in Q1 2016.
WISeKey is a leading cybersecurity company and selected as a World Economic Forum Global Growth Company. WISeKey is currently 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 the USA as it is currently used by many IoT providers (for more information visit):
http://patft.uspto.gov/netacgi/nph-Parser?Sect1=PTO2&Sect2=HITOFF&p=1&u=%2Fnetahtml%2FPTO%2Fsearch-bool.html&r=1&f=G&l=50&co1=AND&d=PTXT&s1=wisekey&OS=wisekey&RS=wisekey).
The RoT serves as a common trust anchor, which is recognized by the operating system (OS) and applications, to ensure the authenticity, confidentiality and integrity of on-line transactions. With the Cryptographic RoT embedded on the device, the IoT product manufacturers can use code-signing certificates and a cloud-based signature as a service to secure interactions among objects and between objects and people.
Over the last 10 years, WISeKey has raised a total of CHF 120 million and this facility brings total capital raised to CHF 180 million under current commitments. WISeKey intends to use the proceeds of this financing to enter or expand its presence in several new markets with strong cybersecurity requirements like the USA, China and India and to further reinforce its presence in Switzerland. The company is presently operating in the USA, where there is robust investor support for high-growth companies specializing in the core businesses of cybersecurity, IoT and Mobile Security.
Carlos Moreira, CEO of WiseKey stated: “Our investments in technology and cybersecurity have positioned WISeKey well to take advantage of the vast amount of opportunities on a global scale and monetize cybersecurity and the IoT. The decision to pursue a listing on the SIX Swiss Exchange was the appropriate step in our strategy, designed to boost our growth in Europe and the USA. We are very happy to announce that we have been able to secure this CHF 60 million committed equity financing / SSF shortly prior to our envisaged listing date on SIX Swiss Exchange. The SSF facility de facto replaces the primary capital raising component normally targeted in an IPO, hence the SSF, together with the listing on SIX Swiss Exchange, has all the ingredients of a full IPO.”
Chris Brown, Founder and Director of GEM, commented on the transaction: “This investment in WISeKey constitutes an important element of our focus on cybersecurity, which remains one of the world’s most persistent, difficult and costly problems facing businesses and government. Global cybersecurity investments were USD 2.6 billion in 2015, according to data firm CB Insights. We anticipate continued substantial investment in this sector in order to combat increasing threats from cyber-attacks. Indeed, cyber-attacks will accelerate, and company budgets for cybersecurity spending will grow, independent of broader macroeconomic factors. We expect WISeKey, with its unique presence in the cybersecurity and IoT domains, to be a central participant in the growth of effective defenses against, and monitoring systems of cybercrime, and look forward to the company’s rapid advancement on a global scale.”
ACXIT Capital Partners acted as sole financial advisor to WISeKey and arranger of the CHF 60 million Share Subscription Facility and Homburger Rechtsanwälte act as legal counsels to WISeKey in this transaction.
About WISeKey:
WISeKey is a leading information cybersecurity and identity based digital information security company, and a global growth partner of the World Economic Forum, providing specialized technologies for data protection, effective identification and authentication of people and objects to ensure secured communications and transactions without compromising trust. WISeKey’s cybersecurity platform and identity-based data security solutions secure people and objects of international organizations, governments, enterprises, and financial institutions spanning 102 countries. Established in 1999 and headquartered in Geneva, Switzerland, WISeKey has facilitated and enabled the use of secure digital identities in everyday life as well as enhancing trust, privacy and inclusion. WISeKey presides over physical infrastructures, mobile networks and the Web to ensure secure communications, exclusive relationships, protected identities and authenticated transactions – all without compromising trust and privacy.

About GEM:
Global Emerging Markets (www.gemny.com) was founded in 1991. GEM is a USD 3.4 billion investment group having completed 365 transactions in 65 countries. The firm is an alternative investment group that manages a diverse set of investment vehicles across the world. GEM’s funds include: CITIC-GEM Fund, Kinderhook, GEM Global Yield Fund, GEM India and VC Bank/GEM Mena Fund*.
(*GEM exited both its LP and GP stakes in Q1 2010.)
For further information, please contact:
WISeKey:
Carlos Moreira
Founder & CEO
Tel: +41 22 594 3000
cmoreira@wisekey.com
GEM:
Warren P. Baker
Global Emerging Markets
28, Rue Bayard – Paris, France 75008
+33 1 53 53 20 10
wbaker@gemny.com
Disclaimer:
This communication expressly or implicitly contains certain forward-looking statements concerning WISeKey SA 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 SA to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. WISeKey SA 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.