WISeKey (SIX:WIHN) signs binding agreements to acquire a 85% interest in the Cybersecurity Industry Leader QuoVadis adding eIDAS Certification to its vertical platform and provides preliminary fina…

• WISeKey acquires leading international Certification Authority capability for eIDAS and IoT; Quovadis, together with the Swiss Post, is the provider of the suisseID
• WISeKey further builds its Trusted Vertical Cybersecurity Platform adding Electronic identification (eID) and electronic Trust Services (eTS), key enablers for secure cross-border electronic transactions and central building blocks of the Digital Single Market
• Significant synergies between QuoVadis and WISeKey in core electronic identity and IoT business expected
• Transaction is expected to close in Q1 2017
• Management shareholders of QuoVadis will initially retain a 15% stake in QuoVadis until May 2018, when WISeKey currently intends to acquire the 15% interest on the basis of the financial performance of QuoVadis for FY2017
• Pro forma combined consolidated historic 12-months run rate (“annualized pro forma combined”) revenues for WISeKey, Vault IC and QuoVadis of USD51 million
• Preliminary reporting on expected effective consolidated FY2016 financial results for WISeKey shows revenues of USD11 million and a net “cash” loss (excluding the impact of stock-based transactions leading to a book loss under US GAAP) of USD11 million, together with a cash balance of approx. USD5.0 million as of 31 December 2016
• For FY2017, WISeKey expects probability weighted consolidated revenues of between USD110 million – USD120 million whilst achieving profitability on all P&L levels

Zug, Switzerland; Hamilton, Bermuda, 7 February 2017 – WISeKey International Holding Ltd (WIHN:SW), a leading Swiss cybersecurity and IoT company whose Class B Shares are listed on SIX Swiss Exchange announced today that it has signed a binding agreement to acquire 85% of QV Holdings Ltd (“QuoVadis“), a leading managed Public Key Infrastructure (“mPKI“), Certification Authority (“CA“) and electronic signature services (“eID“) company domiciled in Hamilton, Bermuda with operating activities in Switzerland, Germany, the Netherlands, Belgium, the United Kingdom, and Bermuda (the “Transaction“). The Transaction is expected to close in Q1 2017, subject to the satisfaction of all closing conditions. Upon closing of the transaction, WISeKey will hold 85% of the issued and outstanding equity interest of QuoVadis.

Upon completion of the transaction, WISeKey will pay to QuoVadis’ selling equity holders a cash consideration of USD13,000,000 plus 1,110,000 newly issued WIHN Class B Shares issued from existing authorized capital, subject to a lock-up period of 3 months.  WISeKey will also repay indebtedness of QuoVadis in the amount of USD2,000,000.

Existing Management Shareholders of QuoVadis will initially continue to hold a 15% minority stake in QuoVadis, and will thus remain committed to the implementation of the high growth, stand-alone business plan of QuoVadis as well as realizing the significant revenue synergies identified between existing business verticals of WISeKey and QuoVadis.

WISeKey intends to acquire the remaining 15% stake of the management shareholders of QuoVadis in May 2018, based on the financial performance of QuoVadis.

The QuoVadis Opportunity:

QuoVadis is a leading global Certification Authority (“CA“) providing Trust/Link managed Public Key Infrastructure (“PKI“) services, including TLS/SSL digital certificates for Web security as well as a wide variety of end entity uses including eID for authentication, encryption, and digital signature. QuoVadis also provides both on-premises and cloud-based seal e-signature solutions including mass signing for tasks such as e-invoicing and “roaming” options for individuals.

QuoVadis has particular strength serving enterprise customers, with more than 300 large cap and 3000 overall customers worldwide including Europe, the United States, and Australia. For FY2016, QuoVadis generated approx. USD18 million of revenues and approx. USD4 million of EBITDA. For FY2017, pro forma QuoVadis projects stand-alone revenues in excess of USD20 million and EBITDA of USD7 million.

QuoVadis is an established Qualified Trust Services Provider (“TSP“) both in the European Union under the eIDAS regulation for eID and electronic transactions and in Switzerland under ZertES. The Company has significant experience in public eID including the Dutch PKIoverheid and eHerkenning and the Swiss SuisseID programmes.

QuoVadis is the only TSP accredited in multiple countries with real operations on the ground, balancing services to both the public sector and the corporate markets. QuoVadis has significant operations in Switzerland, Germany, the Netherlands, Belgium, the United Kingdom and Bermuda.

The integration of QuoVadis into the WISeKey Vertical Platform will ensure that users and businesses can use their own national electronic identification schemes (eIDs) to access public services in other EU countries where eIDs are available. It allows WISeKey to create a European internal market for eTS – namely electronic signatures, electronic seals, time stamp, electronic delivery services and website authentication – by ensuring that they will work across borders and have the same legal status as traditional paper based processes. Only by providing certainty on the legal validity of all these services, businesses and citizens will use the digital interactions as their natural way of interaction.

With eIDAS, the EU has managed to lay down the right foundations and a predictable legal framework for people, companies (in particular SMEs) and public administrations to safely access to services and do transactions online and across border in just “one click”. Indeed, rolling out eIDAS means higher security and more convenience for any online activity such submitting tax declarations, enrolling in a foreign university, remotely opening a bank account, setting up a business in another Member State, authenticating for internet payments, bidding to on line call for tender, etc.

This Transaction will bring strong synergies to WISekey with the large recurring customer base of QuoVadis’ proven Trust/Link and sealsign technologies; in-depth operations experience running multiple secure and high-availability trustcentre environments under strict accreditation regimes; and adopt sales and support teams based in important customer markets, including Switzerland.

Carlos Moreira, Chairman & CEO of WISeKey, commented: “We are happy to announce that following reciprocal due diligence, we have signed this binding agreement to initially acquire 85% of QuoVadis, a leading managed PKI provider in Europe for over a decade, in Q1 2017, with the remaining 15% held by Management Shareholders of QuoVadis to be acquired in May 2018. This acquisition will immediately give WISeKey access to a large clientele in the financial, industrial, and media sectors and expand our geographic footprint in Europe”.

Roman Brunner, CEO of QuoVadis, said: “QuoVadis is enjoying rapid growth providing electronic trust services across the European markets based on our proven track record for local
support, practical advice, and implementation success.  The transaction with WISeKey will enable QuoVadis to extend our growth serving our multinational corporate markets, as well as the fast evolving markets for eIDAS cross border services and Internet of Things (“IoT“)”.

Mr. Moreira added: “2016 was an important year for WISeKey. In September 2016, we completed the acquisition of VaultIC the IoT integrated circuits and semiconductor business of INSIDE Secure, and created the first ever comprehensive trusted end-to-end cybersecurity platform for people and objects (IoT). This acquisition alone, is expected to add over USD30 million into our top line for FY2017. Together with QuoVadis, these two businesses are expected to add more than USD50 million (pro forma combined) to our top line in FY2017, whilst new business generated from cross-selling opportunities, e.g. Joint Venture Agreements we already signed in 2016 in India and Argentina and others currently discussed for other jurisdictions, as well as revenues generated from WISeKey’s existing clientele is expected to bring additional significant revenues already in FY2017. While we started 2017 on a strong note, will continue to take steps to further expand our business in the U.S. and internationally, having as an ultimate goal the increase of shareholder value. We look forward to announce our progress as we hit new milestones”.

ACXIT Capital Partners AG acted as exclusive strategic and financial advisor to WISeKey and Homburger AG acted as legal counsel to WISeKey in this Transaction. Marlin & Associates acted as exclusive strategic and financial advisor to QuoVadis and Kirkland & Ellis acted as legal counsel to investment funds managed by ABRY Partners II, LLC, which were the selling equity holders in the Transaction together with KeyTech Limited.

Preliminary reporting for FY2016 of WISeKey

The year 2016 was a transformative year for WISeKey, including a re-organization in preparation for the successful listing of the Company’s Class B Shares on the SIX Swiss Exchange on 31 March, 2016. WISeKey has since then achieved significant further milestones on its vision and strategy to become a globally leading Vertical Cybersecurity Platform integrating Root of Trust eIDS, IoT and Blockchain to provide an end to end service to its clients. On 20 September 2016, WISeKey closed the previously announced acquisition of Vault IC, the semiconductor activities of INSIDE Secure market leader on semiconductors. As a result, the FY2016 financial results of WISeKey only reflect approximately one quarter of Vault IC acquisition. In sum, WISeKey expects FY2016 consolidated revenues to be approx. USD11.0 million which compares to a consolidated combined revenues of USD2.3 million for FY2015. Reported consolidated net loss for FY2016 will be around USD43 million, impacted by non-cash, accounting book losses of USD32 million arising from the corporate reorganization of the WISeKey Group executed in March 2016 prior to WISeKey’s listing of its Class B Shares on SIX Swiss Exchange Ltd and the issuance of options and warrants in in Q1 2016 prior to the Listing with a strike below a then hypothetical market price for the WISeKey Shares of between CHF10.00 and CHF15.00, which compares to consolidated combined net loss for FY2015 of USD6.5 million. As of 31 December 2016, the cash balance of WIHN was approx. USD5.0 million. Other than the promissory mandatory convertible loan note with a principal amount of USD11.0 million that was given to Inside secure as part of the purchase price consideration for the acquisition of Vault IC and that formally has to be accounted for as “financial debt” under US GAAP, WISeKey had no financial debt outstanding as of 31 December 2016.

WISeKey Outlook

WISeKey announced in January 2017 that it has obtained an USD16.4 million secured line of credit facility for acquisition financing with maturity up to 18 months from ExWorks Capital, a U.S. private debt fund specializing in international trade and working capital financing, with the possibility to syndicate / upsize the credit facility by a further up to USD10.0 million. This credit facility inter alia allowed WISeKey to sign the binding agreement for the acquisition of QuoVadis represents a further key milestone in WISeKey’s continued growth strategy in the European Cybersecurity & IoT industry sector. WISeKey is on its path to become the leading Cyber Security Vertical Platform whilst addressing the fast growing IoT cybersecurity and Blockchain space. WISeKey is leveraging opportunities arising from efforts to continue its growth strategy in the highly fragmented cybersecurity industry, which is in the midst of a deals boom, by focusing on cash-generating companies and smaller start-ups with innovative technologies on Cybersecurity, IoT, Blockchain and Artificial Intelligence (“AI“).

The Pro forma combined, consolidated revenues for FY2016 of WISeKey, Vault IC and including QuoVadis (the “run rate“) are approx. USD51 million. WISeKey’s strategy to consolidate the European cybersecurity and Blockchain space is mandatorily associated to a constant evaluation of potential add-on acquisitions. Thus, WISeKey has already identified several potential additional strategic acquisitions and it is in the process of analyzing where some of them may be still pursued in 2017, especially in several high growth cybersecurity markets such as China and USA. In addition, following the establishment of a Joint Venture in India and the announcement of a Joint Venture in Argentina, WISeKey is in ongoing discussions regarding the establishment of additional WISeKey Joint Ventures for selected jurisdictions requiring to operate under WISeKey’s National Root of Trusts and expects some of them to materialize via binding agreements with the key Joint Venture partners in 2017.

As a result, WISeKey projects probability weighted, for all these additional potential strategic acquisitions and JV establishments consolidated revenues for FY2017 of between USD110 million and USD120 million, and is expecting to achieve profitability on all P&L levels.

About WISeKey

WISeKey is a leading cybersecurity company currently deploying large scale Internet of Things (“IoT”) digital identity ecosystems and has become a pioneer of the 4^th Industrial Revolution movement. 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 www.wisekey.com

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About QuoVadis

A leading global Certification Authority (CA), QuoVadis provides managed PKI platforms for digital certificates, TLS/SSL, eID, and e-signatures tailored to multinational enterprises and the European markets. QuoVadis is a Qualified Trust Service Provider (TSP) in the European Union and Switzerland. QuoVadis digital certificates and services are audited and accredited under European (eIDAS
) and Swiss (ZertES) electronic transactions standards, as well as the global WebTrust standard. With a European headquarters in St. Gallen, QuoVadis also has operations in Germany, the Netherlands, Belgium, the UK, and Bermuda.

For more information, visit www.quovadisglobal.com

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Disclaimer:

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.