NEW YORK, Nov. 1, 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.