ZUG, Switzerland--(BUSINESS WIRE)--WISeKey International Holding Ltd (SIX:WIHN), a leading Swiss cybersecurity and IoT company, whose Class B Shares are listed on the SIX Swiss Exchange, announced today that it has completed the previously announced acquisition of QuoVadis Holdings Ltd (“QuoVadis”), a leading cybersecurity company with strong focus in next generation Public Key Infrastructure (“PKI”), Certification Authority (“CA”) and electronic signature services (“eID”), with operating activities in Switzerland, Germany, the Netherlands, Belgium, the United Kingdom and Bermuda.
The consideration paid to QuoVadis’ selling equity holders ABRY and One Communications Ltd. (formerly known as KeyTech) consisted of a cash consideration of USD13,000,000, plus 1,110,000 newly issued Class B Shares of WISeKey issued from existing authorized capital, subject to a lock-up period of three months. WISeKey will also repay indebtedness of QuoVadis in the amount of USD2,000,000.
WISeKey and management have each a right to acquire and sell, respectively, the remaining 15%-stake of QuoVadis' management in May 2018 based on QuoVadis' performance in financial year 2017, at the election of WISeKey in cash or against Class B Shares. Any issuance of new Class B Shares would be capped at 946,000 Class B Shares.
This acquisition positions reinforces WISeKey position as a market leader in this newly emerging industry referred to as Vertical Platforms for IoT Security Technologies. In its recently-released TechRadar report for security and risk professionals, Forrester Research has discussed the outlook for the 13 most relevant and important IoT security technologies and identified the sector between Cybersecurity and IoT in which WISeKey operates as one of the highest growing sectors in the next five years. The continued evolution of IoT-specific security threats is expected to drive innovation and lead to the appearance of more new IoT-specific security technologies in the creation phase in the near future, many of which may align around WISeKey vertical- and industry-specific platforms, such as connected cars, connected medical devices or industrial applications.
The acquisition of QuoVadis will allow WISeKey to reinforce its IoT PKI offering. IoT PKI is defined as the provision of a complete X.509 digital certificate and cryptographic key and life-cycle capabilities, including public/private key generation, distribution, management, and revocation. The hardware specs for some IoT devices may limit or prevent their ability to utilize PKI. Digital certificates can be securely loaded onto IoT devices at the time of manufacture and then activated/enabled by third-party PKI software suites; the certificates could also be installed post-manufacture. Sample vendors: DigiCert, Entrust Datacard, Gemalto, HPE, Symantec, and WISeKey.
In addition to technology and clients, QuoVadis brings to WISeKey its strength serving enterprise customers, with more than 300 large cap and 3,000 overall customers worldwide, including Europe, the United States and Australia. The Transaction will bring strong synergies to WISeKey with the large recurring customer base of QuoVadis’ proven Trust/Link and sealsign technologies; in-depth operations experience running multiple secure and high-availability trustcentre environments under strict accreditation regimes; and adopt sales and support teams based in important customer markets, including Switzerland.
For FY2016, QuoVadis generated approx. USD18 million of revenues and approx. USD4 million of EBITDA. For FY2017, QuoVadis projects stand-alone revenues in excess of USD20 million and EBITDA of USD7 million.
The pro forma combined, consolidated revenues for FY2016 of WISeKey, Vault IC and including QuoVadis are approx. USD51 million.
ACXIT Capital Partners AG acted as exclusive strategic and financial advisor to WISeKey and Homburger AG acted as legal counsel to WISeKey in this Transaction. Marlin & Associates acted as strategic and financial advisor to QuoVadis, and Kirkland & Ellis acted as legal counsel to investment funds managed by ABRY Partners II, LLC, which were the selling equity holders in the transaction together with KeyTech Limited.
Carlos Moreira, Chairman & CEO of WISeKey, commented: “We are excited to announce that this strategic acquisition of QuoVadis has now been completed. This acquisition will immediately give WISeKey access to a large clientele in the financial, industrial, and media sectors and expand our geographic footprint in Europe. WISeKey started 2017 on a strong note, and will continue to expand its business globally in the months to come, in particular in the U.S.”
Roman Brunner, CEO of QuoVadis, said: “We are pleased that the transaction with WISeKey has now closed. The acquisition by WISeKey will enable QuoVadis to extend our growth serving our multinational corporate markets, as well as the fast evolving markets for eIDAS cross border services and Internet of Things (“IoT”)”.
About WISeKey
WISeKey is a leading cybersecurity company currently deploying large scale Internet of Things (“IoT”) digital identity ecosystems and has become a pioneer of the 4th Industrial Revolution movement. WISeKey’s Swiss based Cryptographic Root of Trust (“RoT”) integrates wearable technology with secure authentication and identification, in both physical and virtual environments, and empowers IoT and wearable devices to become secure transactional devices. WISeKey has patented this process in the USA as it is currently used by many IoT providers.
For more information, visit www.WISeKey.com.
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About QuoVadis
A leading global Certification Authority (CA), QuoVadis provides managed PKI platforms for digital certificates, TLS/SSL, eID, and e-signatures tailored to multinational enterprises and the European markets. QuoVadis is a Qualified Trust Service Provider (TSP) in the European Union and Switzerland. QuoVadis digital certificates and services are audited and accredited under European (eIDAS) and Swiss (ZertES) electronic transactions standards, as well as the global WebTrust standard. With a European headquarters in St. Gallen, QuoVadis also has operations in Germany, the Netherlands, Belgium, the UK, and Bermuda.
For more information, visit www.quovadisglobal.com.
Disclaimer:
This communication expressly or implicitly contains certain forward-looking statements concerning WISeKey International Holding Ltd and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of WISeKey International Holding Ltd to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. WISeKey International Holding Ltd is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.
This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, and it does not constitute an offering prospectus within the meaning of article 652a or article 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. Investors must rely on their own evaluation of WISeKey and its securities, including the merits and risks involved. Nothing contained herein is, or shall be relied on as, a promise or representation as to the future performance of WISeKey.
