WISeKey International Holding Ltd to Hold Extraordinary General Meeting of Shareholders on April 27
April 04 2023 - 1:00AM
WISeKey International Holding
Ltd to Hold
Extraordinary General Meeting of Shareholders
on April 27
WISeKey’s Board of Directors Recommends
Shareholders Vote “FOR” All Proposals
Submitted
Zug, Switzerland, April
4, 2023 –
WISeKey International Holding Ltd (“WISeKey” or “Company”) (SIX:
WIHN, NASDAQ: WKEY), a leading global cybersecurity and IoT
company, announced today that the Board of Directors has
recommended to shareholders to vote “FOR” the proposals submitted
to the Extraordinary General Meeting of Shareholders
(“EGM“), which, as announced on March 30, 2023,
will be held on April 27, 2023, 2pm CEST, at SIX
ConventionPoint, Pfingstweidstrasse 110, 8005 Zurich,
Switzerland.
As previously announced, the proposals primarily
relate to the distribution to shareholders and holders of American
Depositary Shares (ADSs) of 20% of the outstanding
ordinary shares, par value USD 0.01 each (the
SEALSQ Ordinary Shares), in
SEALSQ Corp (SEALSQ). SEALSQ is a company
organized and formed under the laws of the British Virgin Islands
and a wholly-owned subsidiary of the Company. The distribution is
to be made in the form of a special dividend in kind (the
Special Dividend) out of the Company's capital
contribution reserves booked in its statutory standalone financial
statements as of December 31, 2021, based on a
distribution ratio of (i) 0.002131728 SEALSQ Ordinary Share
for each of the Company's registered share with a par value of
CHF 0.01 each (the Class A Shares),
(ii) 0.010658642 SEALSQ Ordinary Share for each of the
Company's registered share with a par value of CHF 0.05 each
(the Class B Shares), and (iii) 0.10658642
SEALSQ Ordinary Shares for each ADS, representing 10 Class B Shares
each, each as outstanding as of the record date for the Special
Dividend. The number of SEALSQ Ordinary Shares to be distributed to
holders of Class B Shares, ADSs and Class A Shares may be adjusted,
as further detailed in the EGM invitation. In lieu of fractional
SEALSQ Ordinary Shares, shareholders and ADS holders will receive a
cash payment consisting of the net cash proceeds from the sale of
the fractional entitlements in the open market. The declaration and
distribution of the Special Dividend are subject to the
satisfaction or waiver (where permissible) of a number of
conditions further detailed in the EGM invitation. If the
distribution of the Special Dividend is approved by the
shareholders at the EGM, and the related requirements are met,
SEALSQ will be listed on the Global Market segment of the
NASDAQ.
In order for the Special Dividend not to become
subject to Swiss federal withholding tax of 35%, we have further
proposed that capital contribution reserves be released to other
general reserves from capital contribution (distributions out of
which are not exempt from Swiss federal withholding tax) in an
amount equal to the market value of the SEALSQ Ordinary Shares
(after deduction of the book value of the Company's investment in
SEALSQ). For further details regarding the Special Dividend, please
refer to SEALSQ's U.S. registration statement on Form F-1,
including a prospectus (the Prospectus), the EGM
invitation and a Shareholder Information Brochure.
In addition to the two aforementioned proposals,
we propose to amend our Articles of Association in order to, from
time to time, be able to hold "virtual only" or “hybrid” general
meetings. It will be ensured at these meetings that all
shareholders’ rights are preserved as if shareholders were
personally attending the meeting.
Instructions on how to participate and vote at
the EGM can be found in the EGM invitation, which is being sent out
this week to registered shareholders and will be published in the
Swiss Official Gazette of Commerce on or about April 4, 2023.
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 MoreiraChairman & CEOTel: +41 22 594
3000info@wisekey.com |
WISeKey Investor Relations
(US) Contact: Lena CatiThe Equity Group
Inc.Tel: +1 212 836-9611lcati@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 shares or other
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. 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 registration statement referred to in this
press release, 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.
WISeKey (NASDAQ:WKEY)
Historical Stock Chart
From Jun 2024 to Jul 2024
WISeKey (NASDAQ:WKEY)
Historical Stock Chart
From Jul 2023 to Jul 2024