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WISeKey Updates on the Negotiations to Acquire 100% of IC'ALPS
Thursday, 22nd May at 12:35 pm
WISeKey Updates on the Negotiations to Acquire 100% of IC'ALPS
Geneva, Switzerland – May 22, 2025 – Ad-Hoc announcement pursuant to Art. 53 of SIX Listing Rules - WISeKey International Holding Ltd (NASDAQ: WKEY) ("WISeKey" or "the Company"), a global leader in cybersecurity, digital identity, and IoT technologies, today shares an update on the exclusive negotiations entered into by its subsidiary, SEALSQ Corp ("SEALSQ"), a leading developer and provider of Semiconductors, PKI, and Post-Quantum technology hardware and software solutions, to acquire 100% of the share capital and voting rights of IC'ALPS SAS ("IC'ALPS"), an Application-Specific Integrated Circuit ("ASIC") design and supply specialist based in Grenoble, France ("the Acquisition").
These exclusive negotiations result from the execution of a Letter of Intent with IC'ALPS and its shareholders (the "Sellers"). This proposed strategic Acquisition (subject to the signing of a Share Purchase Agreement and satisfaction of closing conditions) is expected to reinforce SEALSQ's commitment to advancing its ASIC development to meet the growing demand in the sector and would add approximately 100 highly skilled staff based out of IC'ALPS' current centers in Grenoble and Toulouse.
SEALSQ and the Sellers have reached an agreement in principle to sign a Share Purchase Agreement ("SPA") based on the following elements:
A fixed purchase price of EUR 12.5 million (subject to a ‘No Leakage' undertaking clause) comprised of EUR 10 million consideration payable in cash and EUR 2.5 million consideration to be paid to one of the Sellers in fully paid and non-assessable Ordinary Shares of SEALSQ, the number of which would be calculated based on the volume weighted average price of an Ordinary Share of SEALSQ on the Nasdaq Stock Market during the ninety trading days ending on the trading day immediately prior to the closing of the Acquisition.
An earn-out payment in Ordinary Shares of up to EUR 4 million in value based on IC'ALPS achieving revenue in excess of EUR 11 million in the twelve months ending on December 31, 2025 (revenue to be accounted for in accordance with US GAAP and audited by SEALSQ's statutory auditors).
The Ordinary Shares of SEALSQ to be issued as part of the equity consideration would be subject to a mandatory holding period of one hundred and eighty days from their date of issuance, during which the relevant Seller would be restricted from selling, transferring, or otherwise disposing of the SEALSQ Ordinary Shares.
Conditions precedent to the closing of the Acquisition include, among others, approval of the Acquisition by the French Ministry of the Economy in accordance with articles L.151-3 and R.151-1 et seq of the French Financial and Monetary Code (code monétaire et financier).
Thursday, 22nd May at 12:35 pm
WISeKey Updates on the Negotiations to Acquire 100% of IC'ALPS
Geneva, Switzerland – May 22, 2025 – Ad-Hoc announcement pursuant to Art. 53 of SIX Listing Rules - WISeKey International Holding Ltd (NASDAQ: WKEY) ("WISeKey" or "the Company"), a global leader in cybersecurity, digital identity, and IoT technologies, today shares an update on the exclusive negotiations entered into by its subsidiary, SEALSQ Corp ("SEALSQ"), a leading developer and provider of Semiconductors, PKI, and Post-Quantum technology hardware and software solutions, to acquire 100% of the share capital and voting rights of IC'ALPS SAS ("IC'ALPS"), an Application-Specific Integrated Circuit ("ASIC") design and supply specialist based in Grenoble, France ("the Acquisition").
These exclusive negotiations result from the execution of a Letter of Intent with IC'ALPS and its shareholders (the "Sellers"). This proposed strategic Acquisition (subject to the signing of a Share Purchase Agreement and satisfaction of closing conditions) is expected to reinforce SEALSQ's commitment to advancing its ASIC development to meet the growing demand in the sector and would add approximately 100 highly skilled staff based out of IC'ALPS' current centers in Grenoble and Toulouse.
SEALSQ and the Sellers have reached an agreement in principle to sign a Share Purchase Agreement ("SPA") based on the following elements:
A fixed purchase price of EUR 12.5 million (subject to a ‘No Leakage' undertaking clause) comprised of EUR 10 million consideration payable in cash and EUR 2.5 million consideration to be paid to one of the Sellers in fully paid and non-assessable Ordinary Shares of SEALSQ, the number of which would be calculated based on the volume weighted average price of an Ordinary Share of SEALSQ on the Nasdaq Stock Market during the ninety trading days ending on the trading day immediately prior to the closing of the Acquisition.
An earn-out payment in Ordinary Shares of up to EUR 4 million in value based on IC'ALPS achieving revenue in excess of EUR 11 million in the twelve months ending on December 31, 2025 (revenue to be accounted for in accordance with US GAAP and audited by SEALSQ's statutory auditors).
The Ordinary Shares of SEALSQ to be issued as part of the equity consideration would be subject to a mandatory holding period of one hundred and eighty days from their date of issuance, during which the relevant Seller would be restricted from selling, transferring, or otherwise disposing of the SEALSQ Ordinary Shares.
Conditions precedent to the closing of the Acquisition include, among others, approval of the Acquisition by the French Ministry of the Economy in accordance with articles L.151-3 and R.151-1 et seq of the French Financial and Monetary Code (code monétaire et financier).
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