Aix-en-Provence, France, May 19, 2016 – INSIDE Secure (Euronext Paris: INSD), a leader in embedded security solutions for mobile and connected devices, today announced it is about to reach an agreement to sell its semiconductor business to WISeKey International Holding Ltd, a Swiss cybersecurity company listed in Zurich (SIX Swiss Exchange market: WIHN), for an enterprise value of CHF 13 million ($13.2 million), net of transferred cash.
The completion of the contemplated transaction would mark the final step in the repositioning of INSIDE Secure as a software security and technology licensing company, as announced on February 25, 2016. The company’s entire focus will be on software security serving primarily the expanding payment and mobile banking markets, and licensing embedded security technologies that serve the IoT markets
WISeKey is an existing customer of INSIDE Secure in the field of anti-counterfeiting solutions. The combination of WISeKey and INSIDE Secure’s semiconductor business would enable the creation of a comprehensive cybersecurity vertical trusted platform combining hardware, crypto and software and will reinforce the positioning of WISeKey as a cybersecurity IoT player. Ongoing support and solutions would be provided to existing INSIDE Secure semiconductor customers for existing products and development projects to ensure a smooth transition.
The scope of the transaction would include the transfer of products, technology, customer agreements, and certain patents. More generally, it would also include the transfer of assets related to the development and sale of secure integrated circuits as well as a complete team (R&D, sales, marketing, and support). This largely comprises the semiconductor activities of INSIDE Secure for the Internet of Things (IoT), anti-counterfeiting and brand protection, EMV payment card and secure access, which generated pro forma revenue (unaudited) of $33.6 million in 2015.
At closing, INSIDE Secure would receive a cash consideration of CHF 2 million (net of transferred cash) together with a loan note redeemable into WISeKey International Holding Ltd Class B listed shares for an amount of CHF 11 million. The convertible loan note would have a 9-month maturity, bear a 2% coupon and could be converted at the option of INSIDE Secure, after a 2-month lock-up period, into freely tradeable Class B shares with a minimum 10% discount on the volume-weighted average quoted price during the 15 trading days prior to the conversion date. WISeKey would have a right to redeem the convertible loan note in cash, and INSIDE Secure may request, 20 days prior to maturity, redemption in cash for up to 30% of the principal amount of the convertible loan note.
The execution of the share and asset purchase agreement is expected to take place upon the completion of an information and consultation process with INSIDE Secure’s works councils in France. The closing of the transaction, which is expected in the third quarter of 2016, is subject to customary signing and closing conditions.
About INSIDE Secure
INSIDE Secure (Euronext Paris FR0010291245 – INSD) provides comprehensive embedded security solutions. World-leading companies rely on INSIDE Secure’s mobile security and secure transaction offerings to protect critical assets including connected devices, content, services, identity and transactions. Unmatched security expertise combined with a comprehensive range of IP, semiconductors, software and associated services gives INSIDE Secure customers a single source for advanced solutions and superior investment protection. For more information, visit www.insidesecure.com.
WISeKey is a leading cybersecurity company and selected as a World Economic Forum Global Growth Company. WISeKey is currently deploying large scale Internet of Things (“IoT”) digital identity ecosystems and has become a pioneer of the 4th Industrial Revolution movement launched this year at the World Economic Forum in Davos. 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.
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