WISeKey Signed a Term Sheet to Acquire ARAGO

WISeKey International Holding Ltd, a leading cybersecurity company, announced that it has signed a non-binding term sheet to combine the respective business of WISeKey and arago GmbH (“arago”), a leading German technology company that provides AI to enterprises globally through Knowledge Automation. On the basis of a tentative relative CHF 100 million valuation of arago, it is the intention to combine the respective businesses of arago and WISeKey in two steps, (1) initially by way of a subscription of newly issued shares of ARAGO by WISeKey, resulting in a majority holding of WISeKey in arago and the provision of funding by WISeKey to ARAGO and (2) subsequently, subject to certain conditions, through a sale of all minority shares held directly or indirectly by the arago shareholders continuing after the first step against shares or ADRs (Level III) of WISeKey.

The proposed acquisition is conditional upon, among other things, execution of definitive documentation, approvals by the board of directors of WISeKey and arago, approval of the shareholders of WISeKey, and obtaining of the required regulatory and other customary authorizations, including for the listing of newly issued Class B shares as part of the possible transaction.

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arago has a large recurring customer base and licensing model, which is expected to bring significant synergies to WISeKey and strengthen WISeKey’s position in the fast-growing AIoT 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 reach nearly USD 29 billion in 2020 according to ‘Markets and Markets’, growing at an annual rate of 35%. These massively deployed connected objects are facing regular attacks, hence generating a large need for trusted end-to-end cybersecurity solutions. The increasing adoption of AI and IoT convergence is one of the primary factors that is driving the growth of the market. Over the past five years, a rapid surge in the adoption of AI IoT cloud services has been witnessed. It is driven by its capabilities to provide enterprise-wide array of resources they can utilize to scale, orchestrate, and support their operations.

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Carlos Moreira, Chairman & CEO of WISeKey, commented: “We are delighted to have signed this non-binding term sheet for the acquisition of arago, which we believe, when completed will create a leading European end-to-end AIoT platform by combining cybersecurity, IoT and AI.”

“We are excited about a combination of arago and WISeKey and are confident that our joint customers will receive best-of-breed cybersecurity solutions with the full integration of arago,” said Hans-Christian Boos, Founder of arago.

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