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WISeKey Signed a Term Sheet to Acquire ARAGO


 

WISeKey Signed a Term Sheet to Acquire ARAGO

Transaction would combine WISeKey’s Cybersecurity and IoT businesses with arago GmbH’s artificial intelligence business and create an AIoT end-to-end platform leader

Zug/Geneva, Switzerland – November 2, 2020 – WISeKey International Holding Ltd (WIHN.SW, NASDAQ:WKEY) (“WISeKey”), a leading cybersecurity company, announced today that it has signed a non-binding term sheet to combine the respective business of WISeKey and arago GmbH (“arago”), a leading German technology company that provides AI to enterprises globally through Knowledge Automation. On the basis of a tentative relative CHF 100 million valuation of arago, it is the intention to combine the respective businesses of arago and WISeKey in two steps, (1) initially by way of a subscription of newly issued shares of ARAGO by WISeKey, resulting in a majority holding of WISeKey in arago and the provision of funding by WISeKey to ARAGO and (2) subsequently, subject to certain conditions, through a sale of all minority shares held directly or indirectly by the arago shareholders continuing after the first step against shares or ADRs (Level III) of WISeKey.

The proposed acquisition is conditional upon, among other things, execution of definitive documentation, approvals by the board of directors of WISeKey and arago, approval of the shareholders of WISeKey, and obtaining of the required regulatory and other customary authorizations, including for the listing of newly issued Class B shares as part of the possible transaction.

arago has a large recurring customer base and licensing model, which is expected to bring significant synergies to WISeKey and strengthen WISeKey’s position in the fast growing AIoT market. The ability to authenticate and remotely manage millions of networked, automated devices and equipment is becoming pervasive − from the factory floor, to the hospital operating room, to the residential home − everything from refrigerators, watches, wearables to wine bottles, is connecting and communicating via the Internet. The Internet of Things security market is expected to reach nearly USD 29 billion in 2020 according to ‘Markets and Markets’, growing at an annual rate of 35%. These massively deployed connected objects are facing regular attacks, hence generating a large need for trusted end-to-end cybersecurity solutions. The increasing adoption of AI and IoT convergence is one of the primary factors that is driving the growth of the market. Over the past five years, a rapid surge in the adoption of AI IoT cloud services has been witnessed. It is driven by its capabilities to provide enterprise wide array of resources they can utilize to scale, orchestrate, and support their operations.

Carlos Moreira, Chairman & CEO of WISeKey, commented: “We are delighted to have signed this non-binding term sheet for the acquisition of arago, which we believe, when completed will create a leading European end-to-end AIoT platform by combining cyber security, IoT and AI.”

“We are excited about a combination of arago and WISeKey and are confident that our joint customers will receive best-of-breed cybersecurity solutions with the full integration of arago,” said Hans-Christian Boos, Founder of arago.

About arago:
arago GmbH, Frankfurt am Main (AG Frankfurt, HRB 100909), is a German technology private company which aim is to provide the benefits of Artificial Intelligence to enterprise customers globally through Knowledge Automation. Founded in 1995, the company develops and uses modern technologies such as inference and machine learning in order to automatically operate any business process.

About WISeKey:
WISeKey (NASDAQ: WKEY; SIX Swiss Exchange: WIHN) is a leading global cybersecurity company currently deploying large scale digital identity ecosystems for people and objects using Blockchain, AI and IoT respecting the Human as the Fulcrum of the Internet. WISeKey microprocessors secure the pervasive computing shaping today’s Internet of Everything. WISeKey IoT has an install base of over 1.5 billion microchips in virtually all IoT sectors (connected cars, smart cities, drones, agricultural sensors, anti-counterfeiting, smart lighting, servers, computers, mobile phones, crypto tokens etc.). WISeKey is uniquely positioned to be at the edge of IoT as our semiconductors produce a huge amount of Big Data that, when analyzed with Artificial Intelligence (AI), can help industrial applications to predict the failure of their equipment before it happens.

WISeKeys’ technology is trusted by the OISTE/WISeKey’s Swiss based cryptographic Root of Trust (“RoT”) and 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.

Press and investor contacts:

WISeKey International Holding Ltd
Company Contact: Carlos Moreira
Chairman & CEO
Tel: +41 22 594 3000
info@wisekey.com
WISeKey Investor Relations (US)
Contact: Lena Cati
The Equity Group Inc.
Tel: +1 212 836-9611
lcati@equityny.co

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 the Swiss Financial Services Act (“FinSA”) or advertising within the meaning of the FinSA, or within the meaning of any other securities regulation. 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.

The securities offered will not be, and have not been, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, absent registration or an applicable exemption from the registration requirements of said Act.

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Disclaimer
All transaction are carrying out by SiLLC, a private portfolio management assembly. This document is not an offer of securities for sale or investment advisory services. This document contains general information only and is not intended to represent general or specific investment advice. Past performance is not a reliable indicator of future results and targets are not guaranteed. Certain statements and forecasted data are based on current expectations, current market and economic conditions, estimates, projections, opinions and beliefs of SiLLC and/or its members. Due to various risks and uncertainties, actual results may differ materially from those reflected or contemplated in such forward-looking statements or in any of the case studies or forecasts. All references to SiLLC’s advisory activities relates to SiLLC Assembly Europe.


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