NEW YORK, Oct. 31, 2014 /PRNewswire/ -- Garnero Group
Acquisition Company ("GGAC") (NASDAQ: GGACU, GGAC, GGACR, GGACW), a
blank check company, and WISeKey SA ("WISeKey"), an international
mobile cybersecurity provider, announced today that they have
entered into definitive agreements whereby GGAC will acquire
approximately 70% ownership stake in WISeKey from certain holders
of WISeKey shares.
The boards of directors of both GGAC and WISeKey have
unanimously approved the terms of the transactions, which are
expected to be completed in the first quarter of 2015. The
transactions are subject to GGAC shareholder approval, applicable
regulatory approvals and other customary closing conditions.
Pursuant to the transactions, GGAC will acquire a minimum
ownership interest in WISeKey of approximately 70% but will seek to
acquire 100% of WISeKey's outstanding shares. If it is
successful, GGAC will issue to the sellers an aggregate of
14,385,881 ordinary shares of GGAC for 100% of WISeKey.
Additionally, GGAC will acquire certain assets related to the US
operations of WISeKey held by WISeKey and one of its shareholders
for Fifteen Million Dollars
($15,000,000) in cash and an
aggregate of 1,026,323 ordinary shares of GGAC.
In connection with the transactions, Mario Garnero will remain as Executive Chairman
of GGAC and Carlos Moreira,
WISeKey's Chief Executive Officer, will be appointed to serve as
Chief Executive Officer of GGAC.
Additional information about the transaction, as well as
information about WISeKey, will be included in the Form 8-K that
GGAC will file with the SEC. Interested parties should visit the
SEC website at http://www.sec.gov.
EarlyBirdCapital, Inc. is serving as GGAC's financial advisor
with respect to the transaction. Graubard Miller served as
GGAC's US transaction counsel and Bär & Karrer AG served as
GGAC's Swiss transaction counsel. Acxit Capital Management AG
is providing financial advisory services to WISeKey. White
& Case LLP served as WISeKey's US transaction counsel and
Homburger AG served as WISeKey's Swiss transaction counsel.
About WISeKey
WISeKey is an eSecurity company which offers its digital
security solutions to a wide range of customers, governments,
business and individual website hosts. As a World Economic Forum
Global Growth Company, WISeKey believes that its strategic location
in Switzerland and partnership
with the OISTE Foundation, a non-profit organization for promoting
international standards to secure electronic transactions, sets it
apart from other digital security providers, offering geopolitical
neutrality.
About Garnero Group Acquisition Company
GGAC was incorporated in the Cayman
Islands on February 11, 2014
as a blank check company whose objective is to acquire, through a
merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination, one or more businesses or entities.
GGAC, its directors and executive officers and EarlyBirdCapital,
Inc. may be deemed to be participants in the solicitation of
proxies for the extraordinary general meeting of GGAC shareholders
to be held to approve the proposed transactions. Shareholders are
advised to read, when available, GGAC's preliminary proxy statement
and definitive proxy statement in connection with the solicitation
of proxies for the extraordinary general meeting because these
statements will contain important information. The definitive proxy
statement will be mailed to shareholders as of a record date to be
established for voting on the transactions. Shareholders will also
be able to obtain a copy of the proxy statement, without charge, by
directing a request to: Av. Brig. Faria
Lima, 1485-19 Andar, Brasilinvest Plaza CEP 01452-002,
Sao Paulo, Brazil, Attn: Corporate
Secretary. The preliminary proxy statement and definitive proxy
statement, once available, can also be obtained, without charge, at
the Securities and Exchange Commission's internet site
(http://www.sec.gov).
Forward Looking Statements
This press release includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995, including statements regarding future financial
performance, future growth and future acquisitions. These
statements are based on WISeKey's and GGAC's managements' current
expectations or beliefs and are subject to risk, uncertainty and
changes in circumstances. Actual results may vary materially from
those expressed or implied by the statements herein due to changes
in economic, business, competitive and/or regulatory factors, and
other risks and uncertainties affecting the operation of WISeKey's
business. These risks, uncertainties and contingencies include:
business conditions; weather and natural disasters; changing
interpretations of GAAP; outcomes of government reviews; inquiries
and investigations and related litigation; continued compliance
with government regulations; legislation or regulatory
environments; requirements or changes adversely affecting the
business in which WISeKey is engaged; fluctuations in customer
demand; management of rapid growth; intensity of competition from
other providers of cybersecurity products and services; general
economic conditions; geopolitical events and regulatory changes;
the possibility that the transactions do not close, including due
to the failure to receive required shareholder approvals or the
failure of other closing conditions, such as receipt of necessary
governmental or regulatory approvals; and other factors set forth
in GGAC's filings with the Securities and Exchange Commission. The
information set forth herein should be read in light of such risks.
Neither GGAC nor WISeKey is under any obligation to, and expressly
disclaims any obligation to, update or alter its forward-looking
statements, whether as a result of new information, future events,
changes in assumptions or otherwise.
Contact:
Fernanda Queiroz
Grupo Garnero
fernanda@grupogarnero.com.br
+55 11 3094 4000
SOURCE Garnero Group Acquisition Company (GGAC)