WISeKey Shareholders Approved all Resolutions of the Extraordinary General Meeting, and Bell Ceremony for SEALSQ to Take Place at the NASDAQ on May 26, 2023
April 27 2023 - 12:01PM
WISeKey Shareholders
Approved all Resolutions of the Extraordinary
General Meeting, and Bell Ceremony
for SEALSQ to Take Place at the NASDAQ on
May 26, 2023
Zug, Switzerland
- April 27, 2023–
WISeKey International Holding Ltd (“WISeKey” or “Company”) (SIX:
WIHN, NASDAQ: WKEY), a leading global cybersecurity and IoT company
is pleased to announce that its shareholders approved all items on
the agenda of the Extraordinary General Meeting (EGM) held on
April 27, 2023.
The EGM was called to approve the spin-off of
WISeKey’s semiconductor business by way of a dividend in kind
consisting of Ordinary Shares in SEALSQ Corp. (“SEALSQ”). The
related resolutions included a) the distribution of an
extraordinary dividend in kind in the form of 1,500,300 Ordinary
Shares in SEALSQ and b) the release of capital contribution
reserves to other general reserves in an amount equal to the
difference between the market value and the book value of the
special dividend.
Unrelated to the spin-off transaction,
shareholders also approved an amendment to the Company's Articles
of Association to allow for hybrid and virtual general meetings and
general meetings that are held outside Switzerland.
All resolutions were approved by an overwhelming
majority of the shareholders present or represented at the
meeting.
"We are pleased with the outcome of the EGM and
would like to express our gratitude to all shareholders who
participated in the meeting and approved the proposed resolutions,"
said Carlos Moreira, Founder and CEO WISeKey. "We believe the
approval of these resolutions will help us implement our growth and
global expansion strategy, thus create long-term value for our
shareholders."
The Company will now take the necessary steps to
implement the approved resolutions and ensure that all stakeholders
are kept informed of any developments in this regard. Distribution
of the extraordinary dividend in kind in the form of 1,500,300
Ordinary Shares in SEALSQ is expected to occur on or about May 31,
2023. Definitive record and payable dates for holders of WISeKey
shares will be announced by WISeKey in due course. For holders of
WISeKey's American Depositary Shares ("ADSs"), the record and
payable dates for the dividend distribution will be determined and
announced by BNY Mellon, the depositary bank for the WISeKey
ADSs.
SEALSQ Ordinary Shares are currently expected to
begin trading on the Nasdaq Global Market starting on or around May
26, 2023 under the ticker “LAES.” The transaction 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. The Company confirmed that SEALSQ will ring the opening
bell at the Nasdaq on May 26, 2023 to celebrate this milestone.
For further details regarding the independent
valuation of SEALSQ, please refer to SEALSQ's U.S. registration
statement on Form F-1. The registration statement on
Form F-1 can be found on WISeKey’s website at the following
address: https://www.wisekey.com/company/investors/.
WISeKey would like to take this opportunity to thank all of its
shareholders for their continued support and is looking forward to
delivering long-term value to its shareholders.
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, SEALSQ Corp and their
respective businesses. Forward-looking statements include
statements regarding 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.
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.
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