NEW YORK, Oct. 31, 2014 /PRNewswire/ -- Garnero Group
Acquisition Company (GGAC) (NASDAQ: GGACU, GGAC, GGACR, GGACW), a
blank check company, and WISeKey SA, an international mobile
cybersecurity provider, announced today that GGAC will acquire
approximately 70% ownership stake in WISeKey.
The boards of directors of both companies 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.
GGAC will acquire a minimum ownership interest in WISeKey of
approximately 70% but will seek to acquire 100% of WISeKey's
outstanding shares. If successful, GGAC will issue 14,385,881
ordinary shares of GGAC for 100% of WISeKey. Additionally, GGAC
will acquire certain assets related to US operations of WISeKey,
held by WISeKey and one of its shareholders, for fifteen million dollars (US$ 15.000.000) in cash and an aggregate of
1,026,323 ordinary shares of GGAC.
Pursuant to the transactions, Mario
Garnero will remain Executive Chairman of GGAC and
Carlos Moreira, WISeKey's CEO, will
be appointed as CEO of GGAC. Additional information about the
transaction and WISeKey will be included in the SEC. Interested
parties should visit www.sec.gov.
EarlyBirdCapital is serving as GGAC's financial advisor in this
transaction. Graubard Miller was GGAC's US transaction
counsel and Bär & Karrer was its Swiss transaction
counsel. Acxit Capital Management AG is providing financial
advisory services to WISeKey. White & Case served as WISeKey's
transaction counsel in the US and Homburger in Switzerland.
WISeKey - An eSecurity company offering digital security
solutions to governments, business and individual website hosts. As
a World Economic Forum Global Growth Company, WISeKey's strategic
location in Switzerland and
partnership with OISTE Foundation, a non-profit organization for
promoting international standards to secure electronic
transactions, set it apart from other digital security providers,
offering geopolitical neutrality.
GGAC - Incorporated on February
2014 as a blank check company, GGAC's objective is to
acquire businesses through a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination.
This press release includes certain forward-looking statements
regarding future financial performance, future growth and future
acquisitions based on WISeKey's and GGAC's managements' current
expectations or beliefs and are subject to risk, uncertainty and
changes in circumstances.
Press Office
Stephanie
Linehan
Finsbury
stephanie.linehan@finsbury.com
+1.646.805.2031