NEW YORK, Nov. 17, 2014 /PRNewswire/ -- Garnero Group
Acquisition Company ("GGAC") (NASDAQ: GGACU, GGAC, GGACR, GGACW), a
blank check company, and WISeKey SA ("WISeKey"), a global provider
of cyber security solutions, announced today that holders of
approximately 93.4% of WISeKey's fully diluted common shares have
accepted GGAC's offer to exchange their WISeKey shares for GGAC
ordinary shares in connection with the previously announced
transaction between GGAC and WISeKey.
GGAC and WISeKey had previously announced that they had entered
into definitive agreements whereby GGAC would acquire a minimum of
approximately 70% of WISeKey's common shares outstanding at the
closing of the transaction. GGAC also committed to seek to
acquire the remaining 30% through binding offers to the remaining
WISeKey shareholders. As a result of these offers and acceptances,
an additional approximately 23.4% have accepted the offer and, upon
closing of the transactions, GGAC will acquire approximately 93.4%
of WISeKey's fully diluted shares in exchange for 13,436,055 GGAC
ordinary shares. 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 GGAC ordinary shares.
The transaction, which is valued at $350
million based on the enterprise value of the combined
companies, will allow WISeKey to become the first Swiss cyber
security company listed on NASDAQ.
The closing of the transaction is subject to shareholder
approval by GGAC, applicable regulatory approvals and other
customary closing conditions. The parties expect the transactions
to close in the first quarter of 2015.
Mario Garnero, Chief Executive
Officer of GGAC, said, "We are pleased that so many WISeKey
shareholders accepted our offer to exchange their shares for GGAC
shares and take part in this transaction. We feel WISeKey is an
exciting and promising partner and believe it is poised to grow
into a leading Cyber Security Company on a global scale."
For Carlos Moreira, Founder and
Chief Executive Officer of WISeKey, "This is a defining moment in
WISeKey's evolution. We look forward to consummating the
transaction with GGAC and are excited by our future prospects as a
listed company on NASDAQ."
In connection with the transactions, Mario Garnero will remain as Executive Chairman,
and Carlos Moreira, WISeKey's Chief
Executive Officer, will be appointed to serve as Chief Executive
Officer of GGWISEKEY ("GGWK"), the planned name of the combined
company.
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 Bar & Karrer AG served as
GGAC's Swiss transaction counsel. Acxit Capital is acting as
exclusive financial advisor 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, Sao
Paulo/SP – Brazil CEP 01452-002, 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.
Press:
Brazil
Fernanda Queiroz (+55 11 3094
4000)
Grupo
Garnero
fernanda@grupogarnero.com.br
International
Stephanie Linehan
Finsbury
stephanie.linehan@finsbury.com
SOURCE Garnero Group Acquisition Company