– Transaction valued at $350 Million
– WISeKey to Become First Swiss Cyber Security Company on NASDAQ
NEW YORK, Nov. 19, 2014 /PRNewswire/ — Garnero Group Acquisition Company (GGAC) (NASDAQ: GGACU, GGAC, GGACR, GGACW), a blank check company, and WISeKey SA, a global provider of cyber security solutions, announced today that holders of approximately 93.4% of WISeKey’s fully diluted common shares have accepted GGAC’s offer to exchange their WISeKey shares for GGAC ordinary shares.
GGAC and WISeKey had previously announced an agreement whereby GGAC would acquire a minimum of approximately 70% of WISeKey’s common shares outstanding at the closing of the transaction. GGAC also committed to seek to acquire the remaining 30% through binding offers to the remaining WISeKey shareholders. As a result, an additional 23.4% have accepted the offer and, upon closing of the transactions, GGAC will acquire approximately 93.4% of WISeKey’s shares in exchange for 13,436,055 GGAC ordinary shares. Additionally, GGAC will acquire assets related to the US operations of WISeKey, held by WISeKey and one of its shareholders, for fifteen million dollars ($15,000,000) in cash and 1,026,323 GGAC ordinary shares.
The transaction, valued at 350 million dollars based on the value of the combined companies, will allow WISeKey to become the first Swiss cyber security company listed on NASDAQ. The closing of the transactions, expected for the first quarter of 2015, is subject to shareholder approval by GGAC, regulatory approvals and other closing conditions.
Mario Garnero, CEO of GGAC, said, "We are pleased that so many WISeKey shareholders accepted our offer and took part in this transaction. We feel WISeKey is an exciting and promising partner and believe it is poised to grow into a leading cyber security company on a global scale."
For Carlos Moreira, Founder and CEO of WISeKey, "This is a defining moment in WISeKey’s evolution. We look forward to consummating the transaction with GGAC and are excited by our future prospects as a listed company on NASDAQ."
Mario Garnero will remain as Executive Chairman, and Carlos Moreira will be appointed as CEO of GGWISEKEY ("GGWK"), the planned name of the combined company. Additional information about the transaction can be found at www.sec.gov.
EarlyBirdCapital is serving as GGAC’s financial advisor in this transaction. Graubard Miller was GGAC’s US transaction counsel and Bar & Karrer was its Swiss transaction counsel. Acxit Capital is acting as exclusive financial advisor to WISeKey. White & Case served as WISeKey’s transaction counsel in the US and Homburger, in Switzerland.
WISeKey – An eSecurity company offering digital security solutions to governments, business and individual website hosts. As a World Economic Forum Global Growth Company, WISeKey’s strategic location in Switzerland and partnership with OISTE Foundation set it apart from other digital security providers, offering geopolitical neutrality.
GGAC – A blank check company incorporated on February 2014, GGAC’s objective is to acquire businesses through merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination.