WISeKey acquired the semiconductor business of INSIDE Secure

Frankfurt, 23 May 2016. WISeKey International Holding Ltd (“WIHN”) announced on May 19, 2016 the acquisition of the IoT integrated circuits and semiconductor business of INSIDE Secure (“INSD”).

WISeKey International Holding Ltd (“WISeKey”, SIX: WIHN), a leading cybersecurity company announced on May 19, 2016 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 is one of the world’s fastest-growing cybersecurity companies and a global growth company partner of the World Economic Forum. WISeKey provides specialized technologies for data protection, effective authentication and identification and authentication of people and objects to ensure secured communications and transactions without compromising trust. WISeKey runs its own Root of Trust cybersecurity platform and identity-based data security solutions for international organizations, governments, enterprises, and financial institutions spanning 102 countries. WISeKey is headquartered in Geneva with operations in Vietnam and the US. It intends to aggressively build out its US operations with hubs in California and Maryland. WISeKey has already embedded root of trust based security in over 2.6 billion browsers, sensors and wearables in addition to offering the industry’s trusted suite of IoT security products using the fact that authentication is becoming an increasingly important cybersecurity IoT consideration. (www.wisekey.com)

About ACXIT Capital Partners

ACXIT Capital Partners is a leading international corporate finance and investment advisory firm for mid-market clients and entrepreneurs in Europe and beyond. Since 1998, we offer our clients comprehensive corporate finance advisory services including M&A and capital markets advisory as well as restructuring, debt and strategic advisory. As an independent, privately owned firm we maintain offices in Frankfurt, Berlin, Munich, Zurich, Vienna and Hong Kong as well as strong alliances in China, India and the USA.

To date, we have completed more than 350 transactions with a total deal/financing volume of approx. EUR 17bn. Our clients are corporations, family-owned businesses, entrepreneurs, financial sponsors and family offices. While our home market is in the German speaking region, most clients are international and transactions cross-border. (www.acxit.com)

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Transaction Team:

Tom Bieri, Managing Partner
Bastian Sprenger, Associate
Martin Zinn, Analyst