WISeKey Announces Record
Dates, Distribution
Dates and Ex-Dividend
Dates for
Special
Dividend-in-Kind
and Launch of Tax Solicitation Process
for WISeKey Class B
Shareholders to Ensure Correct
Tax Withholding
Treatment: Shareholder
Action Is Required
Zug, Switzerland
– May
10, 2023– WISeKey International
Holding Ltd (“WISeKey” or “Company”) (SIX: WIHN, NASDAQ: WKEY), a
leading global cybersecurity and IoT company is pleased to announce
record dates for the special dividend-in-kind in the form of
1,500,300 Ordinary Shares in SEALSQ Corp. (“SEALSQ”) distributed to
holders of WISeKey's Class A Shares, Class B Shares and American
Depositary Shares (“ADSs”), as approved by its Extraordinary
General Meeting on April 27, 2023.
Each holder of Class B Shares of WISeKey will
receive 0.010527269 SEALSQ Ordinary Shares for each WISeKey Class B
Share held at close of trading on May 19, 2023 (the “Swiss Record
Date”). Each holder of Class A Shares of WISeKey will receive
0.002105454 SEALSQ Ordinary Shares for each WISeKey Class A Share
held at close of trading on the Swiss Record Date.
The ex-dividend date for the WISeKey Class A
Shares and Class B Shares will be May 22, 2023 (the “Swiss Ex
Date”).
Each holder of ADSs of WISeKey (each
representing ten Class B Shares of WISeKey) will be entitled to
receive 0.10527269 SEALSQ Ordinary Shares for each ADS held at
close of business New York Time on May 22, 2023 (the “US Record
Date”.) The ex-dividend date for the WISeKey ADSs will be May 24,
2023 (the “US ADS Ex Date”.)
To the extent WISeKey issues any additional
shares prior to the applicable share record date, the number of
SEALSQ Ordinary Shares to be distributed to holders of WISeKey
Class B Shares, ADSs and Class A Shares will be adjusted and will
be announced by the Company.
The distribution of SEALSQ Ordinary Shares to
Class A holders, Class B holders and ADS holders is expected to
take place on May 23, 2023.
SEALSQ Ordinary Shares are currently expected to
begin trading on a “when-issued” basis on the Nasdaq from market
open on May 19, 2023 and continue up to and including May 23, 2023
under the ticker “LAESV.” Trades in the “when-issued” market are
expected to settle on May 26, 2023. SEALSQ Ordinary Shares are
expected to commence “regular-way” trading on May 24, 2023 under
the ticker symbol “LAES”. Trades in the “regular-way” market are
expected to settle within the standard settlement cycle, which is
the second business day after the trade.
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. The Company
confirmed that SEALSQ is expected to ring the opening bell at the
Nasdaq on May 26, 2023 to celebrate this milestone.
Launch of Tax Solicitation
Process for WISeKey Class B
Shareholders"This dividend distribution is a complex
process across multiple geographies, thus I would strongly
encourage our Class B Shareholders to pay close attention to the
instructions included in the letters or e-mails they will receive
in order to ensure they receive the full amount of the dividend to
which they are entitled," said Carlos Moreira, Founder and CEO of
WISeKey.
As the dividend-in-kind distribution is
considered a taxable event under US Tax Law, the Company has
launched a website where shareholders holding WISeKey Class B
Ordinary Shares can complete the necessary information to ensure
that the correct tax withholding treatment is applied to the
dividend-in kind. To receive the declared dividend distribution
without the application of withholding taxes, WISeKey Class B
Ordinary Shareholders are required to complete a Tax Certification.
To review related documentation and complete the tax certification
related to WISeKey International Holding AG., shareholders are
invited to visit the following website:
www.ComputershareCAS.com/WiseKey or
https://wisekey.computersharecas.com.
WISeKey Class B Ordinary Shareholders will need
to enter an Account Code and a Control Code (password) in order to
access the website, both of which are being sent directly to
shareholders. If WISeKey Class B shareholders are located outside
of the United States have questions, they are invited to contact
Computershare at toll free at +1(866) 777-0201. Representatives are
available to assist you from 2:30 p.m. to 12:00 a.m. CEST.
Alternatively, WISeKey Class B Ordinary Shareholders can e-mail
Computershare Switzerland at Share.Register@computershare.ch or by
post at the following address:Computershare Schweiz AG
Baslerstrasse 90 Postfach4601 Olten SWITZERLAND
For WISeKey Class B Shareholders located within
the United States, Computershare can be contacted locally at (617)
231- 2593. Representatives are available to assist Monday through
Friday from 8:30 a.m. - 6:00 p.m. U.S. Eastern Time. Please
indicate your confirmation number in your email or mail.
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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