WISeKey Announces Final Distribution Ratios for Partial Spin-Off Distribution of SEALSQ
May 19 2023 - 12:00PM
WISeKey Announces Final
Distribution Ratios for Partial
Spin-Off Distribution of
SEALSQ
Zug, Switzerland
– May
19, 2023– As
previously announced, shareholders of WISeKey International Holding
Ltd (“WISeKey” or “Company”) (SIX: WIHN, NASDAQ: WKEY), a leading
global cybersecurity and IoT company, approved a 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”).
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.
Each holder of Class B Shares of WISeKey will
receive 0.010301 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
0.002060 SEALSQ Ordinary Shares for each WISeKey Class A Share held
at close of trading on the Swiss Record Date. Each holder of ADSs
of WISeKey (each representing ten Class B Shares of WISeKey) will
be entitled to receive 0.103011 SEALSQ Ordinary Shares for each ADS
held at close of trading on May 22, 2023 (the “US Record
Date”).
Of note, SEALSQ Ordinary Shares began trading on
a “when-issued” basis on the Nasdaq Global Market at the open on
May 19, 2023 and will 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.
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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