WISeKey updates on negotiations to acquire 100% of IC’ALPS

WISeKey International Holding Ltd (WKEY) hares an update on the exclusive negotiations entered into by its subsidiary, SEALSQ Corp (LAES), a developer and provider of Semiconductors, PKI, and Post-Quantum technology hardware and software solutions, to acquire 100% of the share capital and voting rights of IC’ALPS SAS, an Application-Specific Integrated Circuit design and supply specialist based in Grenoble, France. These exclusive negotiations result from the execution of a Letter of Intent with IC’ALPS and its shareholders. This proposed strategic Acquisition is expected to reinforce SEALSQ’s commitment to advancing its ASIC development to meet the growing demand in the sector and would add approximately 100 highly skilled staff based out of IC’ALPS’ current centers in Grenoble and Toulouse. SEALSQ and the Sellers have reached an agreement in principle to sign a Share Purchase Agreement based on the following elements: A fixed purchase price of EUR 12.5M comprised of EUR 10M consideration payable in cash and EUR 2.5M consideration to be paid to one of the Sellers in fully paid and non-assessable Ordinary Shares of SEALSQ, the number of which would be calculated based on the volume weighted average price of an Ordinary Share of SEALSQ on the Nasdaq Stock Market during the ninety trading days ending on the trading day immediately prior to the closing of the Acquisition. An earn-out payment in Ordinary Shares of up to EUR 4M in value based on IC’ALPS achieving revenue in excess of EUR 11M in the twelve months ending on December 31, 2025. The Ordinary Shares of SEALSQ to be issued as part of the equity consideration would be subject to a mandatory holding period of one hundred and eighty days from their date of issuance, during which the relevant Seller would be restricted from selling, transferring, or otherwise disposing of the SEALSQ Ordinary Shares.