WISeKey International Holding Ltd. Announces Effectiveness of Registration Statement Relating to Proposed Partial Spin-off of its Semiconductor Business

Rhea-AI Summary

WISeKey International Holding Ltd. announced the effectiveness of its Registration Statement for a proposed partial spin-off of its semiconductor business, SEALSQ Corp. The SEC declared the Registration Statement effective on March 30, 2023. WISeKey plans to distribute 20% of SEALSQ’s outstanding Ordinary Shares to holders of WISeKey Class B and Class A Shares as a dividend in kind. The transaction is expected to finalize around May 10, 2023, pending approvals, including from WISeKey shareholders and for SEALSQ's listing on NASDAQ under ticker LAES. The Extraordinary General Meeting of Shareholders is scheduled for April 27, 2023.

Positive

• SEC declared effective Registration Statement for SEALSQ spin-off.
• Proposed distribution of 20% of SEALSQ's shares as a dividend to shareholders.
• Anticipated listing of SEALSQ on NASDAQ under ticker LAES.

Negative

• Transaction completion is subject to various approvals, which adds uncertainty.
• No assurance on the timing or terms of the spin-off transaction.

WISeKey International Holding Ltd. Announces Effectiveness of Registration Statement Relating to Proposed Partial Spin-off of its Semiconductor Business

Geneva, Switzerland – March 30, 2023 - Ad-Hoc announcement pursuant to Art. 53 of SIX Listing Rules - WISeKey International Holding Ltd. (“WISeKey”) (SIX: WIHN, NASDAQ: WKEY), a leading global cybersecurity, AI and IoT company, announced today that the U.S. Securities and Exchange Commission (the “SEC”) has declared effective the Registration Statement on Form F-1 filed by its wholly-owned subsidiary, SEALSQ Corp (“SEALSQ”). As previously announced, the Registration Statement on Form F-1 was filed to effect a partial spin-off of SEALSQ, which currently acts as the holding company for our semiconductor business.

WISeKey proposes to distribute 20% of SEALSQ’s outstanding Ordinary Shares, to holders of WISeKey Class B Shares, including holders of WISeKey ADSs, and to holders of WISeKey Class A Shares, in each case as a partial spin-off distribution as a dividend in kind to such holders. WISeKey will initially retain 100% ownership of SEALSQ’s Class F Shares. The transaction is expected to be completed on or about May 10, 2023, and remains subject to the applicable approvals and conditions to the transaction being satisfied or waived, including but not limited to, the approval of the listing of SEALSQ’s Ordinary Shares on the Nasdaq Global Market and the approval of the spin-off distribution by the WISeKey shareholders at an Extraordinary General Meeting. WISeKey anticipates that SEALSQ Corp Ordinary Shares will begin trading on the Nasdaq Global Market under the ticker symbol “LAES” on or about May 11, 2023. There can be no assurance that the transaction will occur, or if one does, its terms or timing.

WISeKey's Extraordinary General Meeting of Shareholders at which the distribution of 20% of SEALSQ’s outstanding Ordinary Shares shall be approved is scheduled to be held on April 27, 2023 at 02:00 p.m. CEST / 08:00 a.m. Eastern Time at SIX ConventionPoint, Pfingstweidstrasse 110, 8005 Zurich, Switzerland. The invitation to the Extraordinary General Meeting of Shareholders will be made available in due course, together with an information brochure with additional information on the distribution of 20% of SEALSQ’s outstanding Ordinary Shares. Shareholders who hold their shares in ADS form will receive instructions on how to vote directly from Bank of New York Mellon, the ADS depositary.
A copy of the prospectus related to the Registration Statement is available on the SEC’s website and via the investor relations page on WISeKey.com website at wisekey.com/company/investors.

The Registration Statement relating to these securities has been filed with, and declared effective by, the SEC. This announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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.

About SEALSQ:
SEALSQ is a wholly owned subsidiary of the WISeKey Group that focuses on developing and selling Semiconductors, PKI and Post-Quantum technology hardware and software products. Our Post-Quantum solutions include Post-Quantum microchips and devices that can be used in a variety of applications, from Multi-Factor Authentication devices, Home Automation, and IT Network Infrastructure, to Automotive, Industrial Automation and Control Systems.

Post-Quantum Cryptography (PQC) refers to cryptographic methods that are secure against an attack by a quantum computer. As quantum computers become more powerful, they may be able to break many of the cryptographic methods that are currently used to protect sensitive information, such as RSA and Elliptic Curve Cryptography (ECC). PQC aims to develop new cryptographic methods that are secure against quantum attacks. For more information please visit www.sealsq.com.

Forward-Looking Statements

This communication expressly or implicitly contains certain forward-looking statements concerning WISeKey International Holding Ltd, SEALSQ Corp and their respective businesses. Forward-looking statements include statements regarding our business strategy, financial performance, results of operations, market data, events or developments that we expect or anticipates will occur in the future, as well as any other statements which are not historical facts. Although we believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the expected benefits and costs of the intended spin-off transaction, the expected timing of the completion of the spin-off transaction and the transaction terms, SEALSQ’s ability to implement its growth strategies, SEALSQ’s ability to continue beneficial transactions with material parties, including a limited number of significant customers; market demand and semiconductor industry conditions; the approval of SEALSQ’s listing of its Ordinary Shares on NASDAQ and the risks discussed in WISeKey’s and SEALSQ’s filings with the SEC. Risks and uncertainties are further described in reports filed by WISeKey and SEALSQ with the SEC.

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.

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

This press release, or referenced documents, do not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and do not constitute an offering prospectus within the meaning of the Swiss Financial Services Act of June 15, 2018, as amended (“FinSA”) or advertising within the meaning of the FinSA. Investors must rely on their own evaluation of WISeKey and their subsidiaries, including SEALQ and their 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 or its subsidiaries, including SEALQ.

The registration statement referred to above, including the prospectus contained therein, constitutes a foreign prospectus within the meaning of article 54 paras. 2 and 3 of the FinSA and article 70 paras. 2-4 of the Swiss Financial Services Ordinance of November 6, 2019, as amended.

FAQ

What is the significance of the SEC declaring the Registration Statement effective for WKEY?

The SEC's declaration allows WISeKey to proceed with its planned partial spin-off of SEALSQ Corp, which is crucial for company restructuring.

When is the WISeKey Extraordinary General Meeting of Shareholders?

The Extraordinary General Meeting is scheduled for April 27, 2023, to approve the distribution of SEALSQ’s shares.

What percentage of SEALSQ shares will be distributed to WISeKey shareholders?

WISeKey plans to distribute 20% of SEALSQ’s outstanding Ordinary Shares to its shareholders.

When are SEALSQ shares expected to start trading on NASDAQ?

SEALSQ shares are expected to commence trading on NASDAQ under the ticker LAES on May 11, 2023.

What uncertainties surround the completion of the spin-off for WKEY?

The completion depends on several approvals, including shareholder consent and SEC conditions, creating uncertainty about timing and terms.