arago - The SiLLC Assembly

WISeKey signs a $15.5 million high growth capital investment agreement with Alpha Blue Ocean to finance the acquisition of arago and integration of Artificial Intelligence on its Cybersecurity platform

WISeKey signs a $15.5 million high growth capital investment agreement with Alpha Blue Ocean to finance the acquisition of arago and integration of Artificial Intelligence on its Cybersecurity platform

Zug, Switzerland – December 8, 2020 – WISeKey International Holding Ltd (“WISeKey” or “Company”) (SIX: WIHN, NASDAQ: WKEY), a leading global cybersecurity, AI and IoT company, announced today that it has entered into an Agreement for the Issuance and Subscription of Convertible Notes (“Agreement”) with Alpha Blue Ocean to finance the acquisition of arago and integration of Artificial Intelligence on its Cybersecurity platform.

Financing is provided by Alpha Blue Ocean, a dynamic family office with the mission of revolutionizing the financial industry by offering innovative and tailored investments adapted to risk, in the form of convertible notes whereby Alpha Blue Ocean is committed to subscribe up to a maximum of $15.5 million subject to certain conditions over a period of 18 months. Pursuant to the terms of the Agreement, the principal amount of each such loan is repayable by way of conversion into Class B shares, par value CHF 0.05 each, of WISeKey (the “Class B Shares”).

The conversion price is determined by reference to the average of the lowest 5 trading day volume weighted average prices of Class B Shares on the SIX Swiss Exchange over the 20 trading days immediately preceding the conversion. The convertible note facility will be used to finance the acquisition of arago and integration of Artificial Intelligence on its Cybersecurity Platform and may be drawn in tranches depending on the operational and integration corporate requirements. As consideration for Alpha Blue Ocean’s financing commitment, WISeKey has, among other things, issued warrants in a number equal to 15% of the relevant tranches of the loans issued under the agreement at an exercise price of 120% of the prevailing share price before a subscription request by WISeKey, but in any event not lower than CHF 1.50.

“The agreement provides WISeKey access to flexible financing at a reasonable cost during the current COVID-19 crisis and under current market conditions will allow the Company to fully acquire arago and reinforce its technological offering, increase its revenue and market share,” says Carlos Moreira, Founder and CEO of WISeKey.

“We are excited to invest in WISeKey which we consider an emerging leader in the rapidly expanding market of Artificial Intelligence & Cybersecurity. We believe the acquisition of arago will foster strategic synergies alongside its cyber security and loT solutions. We are proud to partner up with Wisekey by financing this transaction,” adds Pierre Vannineuse, CEO of Alpha Blue Ocean.

About Alpha Blue Ocean:
Created in 2017 by Pierre Vannineuse, Hugo Pingray and Amaury Mamou-Mani, Alpha Blue Ocean is a young and dynamic family office with the mission of revolutionizing the financial industry by offering innovative and tailored investments adapted to risk.

Alpha Blue Ocean operates through a direct, rational and efficient approach in providing alternative financing solutions through PIPE (Private Investments in Public Equities) deals. ABO has made notable investments in companies such as AB Science (AB:FP), Erytech (ERYP:US), Intrasense (ALINS:FP), and DBT Group (ALDBT:FP), among others.

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.

Our technology is Trusted by the OISTE/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 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.com

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 the Swiss Financial Services Act (“FinSA”), the FInSa’s predecessor legislation 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 of America Securities Act of 1933, as amended, and may not be offered or sold in the United States of America, 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 International.

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.

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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WISeKey and arago announce unique AI based risk management approach to build a fully secured ecosystem for managing COVID-19 pandemic

WISeKey and arago announce unique AI based risk management approach to build a fully secured ecosystem for managing COVID-19 pandemic

Geneva – September 8, 2020 – WISeKey International Holding Ltd (“WISeKey”, SIX: WIHN / Nasdaq: WKEY), a leading cybersecurity and IoT company and arago GmbH, a leading AI company, have combined their technologies to proactively and safely manage and reduce COVID-19 infection risks while maintaining full privacy of individuals. The combination of WISeKey’s cybersecurity and identity management system with arago’s risk management platform delivers a COVID-19 pandemic management tool that securely reduces the risk profile of the pandemic for individuals.

WISeKey’s cybersecurity and identity management solutions are used to digitally certify and encrypt sensitive personal medical data originating from IoT health sensors, medical test lab results, and proximity tracing devices. After input into arago’s risk management platform, all the data points are processed to determine an individual’s risk assessment. Enterprise customers are then able to select which employees, customers or partners that should undergo screening tests based on arago’s risk assessment. Based on this proprietary assessment, enterprise customers can reduce the systemic COVID-19 risk to the enterprise and their employees. Using the WISeKey identity management solution, individual health and risk status profile can be shared anonymously with third parties without revealing the identity of the individual. This approach makes it possible to have low risk on an individual basis, minimize the amount of testing people are exposed to and create an ecosystem of trusted health status. It is now recognized by many governments that COVID-19 strengthens the case for Digital Identities and Digital ID cards as provided by the WISeID platform (https://www.economist.com/leaders/2020/09/05/covid-19-strengthens-the-case-for-digital-id-cards).

Enterprises and governments around the world are still struggling with the COVID-19 pandemic. While social distancing, remote work and temporary lockdowns have helped on the short-term to quell exponential spread, these measures cannot be applied for much longer without causing permanent social and economic damage. A trusted health platform for COVID-19 risk management will enable enterprises to bring their operations back to almost normal levels, i.e. without requiring the current levels of capacity reduction or social distancing.

The computational core of this risk management platform is powered by arago’s AI based Knowledge Automation and its Data platform HIRO for data management and exchange. The end-to-end integration with tracing, testing, symptom management adheres to the highest standards security and privacy by design based on WISeKey’s cybersecurity and identity management technologies, which guarantee GDPR compliance.

This is the first of many market applications for WISeKey’s AIoT technology resulting from the groundbreaking strategic combination of industry leading products: arago’s HIRO platform and WISeKey’s Cybersecurity and IoT technologies. AIoT integrates semiconductors, smart sensors, IoT systems, Artificial Intelligence and data core technology to deliver to a unique starting point for empowering end-to-end innovation and digital transformation without losing privacy. Using WISeKey’s cybersecurity technology and IoT network, trusted data can be collected in HIRO where it is processed and automatically acted upon, in real time and in a highly secure environment.

AIoT is the brain that will power the nervous system of the network of IoT objects which are strongly authenticated to operate within WISeKey’s secured ecosystem, which currently connects over 1.6 billion IoT devices secured with WISeKey’s VaultIC. With the introduction of 5G, the ecosystem will continue to grow at a much faster rate as 5G will enable the connection of every object, person, and machine. AIoT will embed AI into the core infrastructure components of the ecosystem including Root of Trust, semiconductors, and edge computing. Specialized APIs are then used to provide interoperability between components at the device, software and platform level to optimize system and network operations. Trusted Data processed through AIoT is then collected and made accessible to extract value and enhance market intelligence and knowledge for customers. AIoT also enables secure automation of actions and business decisions based on real time trusted data and enables IoT to work independently with minimal human support, unlike the current state of the market which requires that all actions be coded in advance based on pre-defined scenarios.

With the use of AI algorithms and predictive maintenance implemented through AIoT, IoT devices will have the capability to dynamically determine actions to take decisions and self-program based on analytics and customer defined knowledge, resulting in lower operating and maintenance costs for providers.

About arago

arago GmbH, Eschersheimer Landstraße 526, 60433 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 Frankfurt am Main 1995 the company 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.

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.com

Disclaimer:

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