- Transaction valued at $350
Million
- WISeKey to Become First Swiss Cyber Security Company on
NASDAQ
NEW YORK, Nov. 18, 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.
Stephanie Linehan
Finsbury
stephanie.linehan@finsbury.com
+1.646.805.2031
