Garnero Group plans to acquire WISeKey for about CHF150 million

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03.11.2014

Garnero Group Acquisition Company, a blank check company, and WISeKey SA, an international mobile cybersecurity provider, announced today that they have entered into definitive agreements whereby GGAC will acquire approximately 70% ownership stake in WISeKey from certain holders of WISeKey shares.  Garnero will seek to acquire 100% of WISeKey's outstanding shares.

The boards of directors of both Garnero Group Acquisition Company (GGAC) and WISeKey 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.

Pursuant to the transactions, GGAC will acquire a minimum ownership interest in WISeKey of approximately 70% but will seek to acquire 100% of WISeKey's outstanding shares.  If it is successful, GGAC will issue to the sellers an aggregate of 14,385,881  ordinary shares of GGAC for 100% of WISeKey.  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 ordinary shares of GGAC.

In connection with the transactions, Mario Garnero will remain as Executive Chairman of GGAC and Carlos Moreira, WISeKey's Chief Executive Officer, will be appointed to serve as Chief Executive Officer of GGAC. 

EarlyBirdCapital, Inc. is serving as GGAC's financial advisor with respect to the transaction.  Graubard Miller served as GGAC's US transaction counsel and Bär & Karrer AG served as GGAC's Swiss transaction counsel.  Acxit Capital Management AG is providing financial advisory services 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. CEO of GGAC is Mario Garnero, chairman of the board and principal shareholder of the Brasilinvest Group.

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