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WISEKEY/INSIDE-SECURE

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WISeKey (SIX: WIHN) to acquire the IoT integrated circuits and semiconductor business of INSIDE Secure (Euronext Paris: INSD)

WISeKey International Holding Ltd (“WISeKey ”, SIX: WIHN), a leading cybersecurity company announced today its intention to acquire the secure Internet of Things (“IoT”) integrated circuit solutions and semiconductor business from INSIDE Secure (Euronext Paris: INSD), a leader in embedded security solutions for mobile and connected devices.

The intended acquisition and technology integration would create the first ever comprehensive trusted end-to-end cybersecurity platform for people and objects (IoT). WISeKey cybersecurity offer will include certified hardware & software, system certification, provisioning and up to management of services.

The scope of the transaction would include the transfer of products, technology, customer agreements, and certain patents. More specifically, it would include the transfer of assets related to the development and sale of secure integrated circuits for the strongly growing IoT market as well as a complete team in R&D, sales, marketing and support. The activities of INSIDE Secure to be acquired for IoT, anti-counterfeiting, brand protection, EMV payment card and secure access generated pro forma revenue (unaudited) of US$33.6 million in 2015. Ongoing support and solutions would be provided to existing INSIDE Secure customers for current products and development projects to ensure a smooth customer transition.

At closing, WISeKey would pay a cash consideration of CHF 2,000,000 (net of transferred cash) and would issue a loan note convertible into WISeKey Class B Shares in the amount of CHF 11,000,000. The convertible loan note would have a 9-month maturity, bear a 2% coupon and could be converted at the option of INSIDE Secure, after a 2-month lock-up period, into freely tradeable WISeKey Class B shares. WISeKey has a right to redeem the convertible loan note in cash, and INSIDE Secure may request redemption in cash for up to 30% of the principal amount of the convertible loan note.

The execution of the share and asset purchase agreement is expected to take place upon the completion of a customary information and consultation process with INSIDE Secure’s works councils in France and is further subject to customary signing and closing conditions. The signing and closing of the acquisition is anticipated to occur in the third quarter of 2016.

Creating the first comprehensive trusted end-to-end cybersecurity platform for people and objects (IoT)

Thanks to WISeKey solutions, IoT devices would be able to organize themselves into trusted networks based on mutual authentication, identity and integrity. This trusted cybersecurity platform will only enable IoT devices which can provide a recognized identity and a valid integrity report to communicate with peer devices that are part of the trusted community.

INSIDE Secure’s integrated circuits will allow WISeKey’s cryptographic Root of Trust (“RoT”) and digital certificates to be hosted on a hardware vault that has received the highest level of certification to encrypt the communication and authenticate the devices. Furthermore it leverages the massive deployment of WISeKey’s RoT now embedded in more than 2.5 billion devices worldwide benefitting from the strong cryptographic capabilities to operate on induced power, allowing to be deployed in all sorts of IoT products.

Addressing fast growing IoT market

The ability to authenticate and remotely manage millions of networked, automated devices and equipment is becoming pervasive − from the factory floor, to the hospital operating room, to the residential home − everything, from refrigerators, watches, wearables to wine bottles, is connecting and communicating via the Internet.

The Internet of Things security market is expected to grow from $6.89 billion in 2015 to nearly $29 billion by 2020 according to a report published by Markets and Markets, thus growing at an annual rate of 35% over the next five years. These massively deployed connected objects are facing regular attacks hence generating a large need for trusted end-to-end cybersecurity solutions.

Chairman & CEO of WISeKey, Carlos Moreira commented on the envisaged acquisition: “With this acquisition customers can directly purchase trusted end-to-end cybersecurity solutions from WISeKey, embedding personalization within Integrated Circuits and having the highest level of security certification. As an example, WISeKey’s cryptographic RoT combined with the acquired INSIDE Secure’s technology will enable wearable devices to connect safely and make secure transactions including payments. WISeKey technology will empowers IoT devices to be authenticated with digital identities via a trusted platform and/or blockchains before agreeing to communicate. I believe such a comprehensive trusted end-to-end cybersecurity platform will enable the optimum level of security to safely develop interactions in a world of connected people and objects.”

ACXIT Capital Partners acts as sole financial advisor to WISeKey and McDermott and Homburger act as legal counsels to WISeKey in this transaction.

About WISeKey

WISeKey (SIX Swiss Exchange: WIHN) is a leading cybersecurity company and selected as a World Economic Forum Global Growth Company. WISeKey is currently deploying large scale Internet of Things (“IoT”) digital identity ecosystems and has become a pioneer of the “4th Industrial Revolution” movement launched this year at the World Economic Forum in Davos. WISeKey’s Swiss based cryptographic Root of Trust (“RoT”) integrates wearable technology with secure authentication and identification, in both physical and virtual environments, and empowers IoT and wearable devices to become secure transactional devices. The RoT serves as a common trust anchor, which is recognized by the operating system and applications, to ensure the authenticity, confidentiality and integrity of on-line transactions. With the cryptographic RoT embedded on the device, the IoT product manufacturers can use code-signing certificates and a cloud-based signature as a service to secure interactions among objects and between objects and people. WISeKey has patented this process in the USA as it is currently used by many IoT providers.

About INSIDE Secure

INSIDE Secure (Euronext Paris: FR0010291245 / INSD) provides comprehensive embedded security solutions. World-leading companies rely on INSIDE Secure’s mobile security and secure transaction offerings to protect critical assets including connected devices, content, services, identity and transactions. Unmatched security expertise combined with a comprehensive range of IP, semiconductors, software and associated services gives INSIDE Secure customers a single source for advanced solutions and superior investment protection. For more information, visit www.insidesecure.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 securities, and it does not constitute an offering prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. 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.

Contact:

For further information, please contact:
WISeKey:
Carlos Moreira, +41 22 594 3000
Founder & CEO
cmoreira@wisekey.com
or
Investor Relations (United States)
The Equity Group, Inc.
Lena Cati, 212-836-9611
lcati@equityny.com
or
INSIDE Secure:
Investor Relations
Richard Vacher Detournière, +33 (0) 4 42 905 905
Group General Manager and CFO
rvacherdetourniere@insidefr.com

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