OpenLimit Holding AG: OpenLimit and WISeKey International Holding Ltd in advanced talks to merge

OpenLimit Holding AG / Key words: Mergers & Acquisitions

Baar (Switzerland) (pta006/25.07.2016/07:30 UTC+2) Disclosure of inside information according to Article 17 MAR

* WISeKey to provide interim equity financing to OpenLimit in an amount of up to EUR 4,999,999, convertible in case of the proposed merger into a maximum 29% stake in OpenLimit
* Final merger agreement expected to be signed by the end of August 2016 with Closing anticipated for Q4 2016

Zug / Geneva / Baar / Berlin: 25 July 2016: Today, WISeKey International Holding Ltd (WIHN.SW, ISIN CH0314029270) ("WISeKey") and OpenLimit Holding AG (ISIN CH0022237009) ("OpenLimit") have signed a Memorandum of Understanding ("MoU") regarding a contemplated business combination to be executed via statutory merger by way of absorption under Swiss merger law, with OpenLimit being the transferring and WISeKey the surviving company. The merger is inter alia in particular subject to satisfactory reciprocal due diligence, conclusion of customary transaction documentation as well as shareholders approval of both companies. In addition to the MoU, WISeKey has agreed to provide a convertible loan as interim financing to OpenLimit, structured via two tranches of equity-linked instruments issued by OpenLimit subscribed for by WISeKey.

Terms and conditions of the contemplated Transaction

In the context of the contemplated merger WISeKey and OpenLimit have signed an MoU to finalize merger conversations over the next 5-6 weeks based on a preliminary exchange ratio range of 7 OpenLimit shares for 1 WISeKey class B share to 12 OpenLimit shares for 1 WISeKey class B share - i.e. 7:1 to 12:1.

Based on WISeKey's closing price of CHF 6.69 (EUR 6.17) per WISeKey class B share on 22 July 2016, the last trading day prior to the announcement of the MoU, the preliminary exchange ratio range values the entire issued and outstanding share capital of OpenLimit between EUR 9.8m and EUR 16.9m or EUR 0.50 to EUR 0.90 Cents per OpenLimit share.

The parties intend to progress all required work leading to the signing of a merger agreement for a statutory merger transaction by absorption under Swiss merger law, with OpenLimit being the transferring and WISeKey the surviving company, until the end of August 2016. At signing of the merger agreement, the final exchange ratio will be determined based on valuations of both companies as well as the relative share prices of WISeKey and OpenLimit at the time and based on two fairness opinions, one solicited by each of the two companies.

Concurrently with the signing of the MoU, WISeKey has agreed to provide interim financing to OpenLimit of up to EUR 4,999,999, in the form of equity-linked financing, structured in two tranches. Tranche I, a contingent convertible loan with principal amount of up to EUR 2.5m and conversion into OpenLimit shares depending on the conclusion of a merger agreement and other features has been signed. EUR 750,000 is payable by 26 July 2016, with the remainder payable in accordance with an agreed schedule subject to continued merger discussions. Tranche II, a mandatory convertible loan with principal amount of EUR 2,499,999 will be subject to the execution of a definitive merger agreement expected to be signed by the end of August 2016 (or as agreed otherwise between the parties).

The deal is subject to the signing of a binding merger agreement based on a satisfactory outcome of reciprocal due diligence, shareholder approval by the general meetings of both WISeKey and OpenLimit and other customary closing conditions.

Issuer details:
OpenLimit Holding AG
Zugerstrasse 74
CH-6341 Baar
Internet: http://www.openlimit.com
ISIN: CH0022237009
WKN: A0F5UQ
Listed: Regulated Market in Frankfurt (General Standard), Open Market in Berlin-Bremen, Dusseldorf, Munich, Stuttgart
Contact: Mr Björn Templin
Tel: +41-41-560-1020
Fax: +41-41-560-1039
E-Mail: ir@openlimit.com

Disclaimer:
This communication expressly or implicitly contains certain forward-looking statements concerning OpenLimit Holding AG 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 OpenLimit Holding AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. OpenLimit Holding AG 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 §§ 5 et seq. of the German Securities Prospectus Act, article 652a or article 1156 of the Swiss Code of Obligations or the laws of any other jurisdiction or a listing prospectus within the meaning of the listing rules of the Frankfurt Stock Exchange (Xetra), SIX Swiss Exchange or any other stock exchange. Investors must rely on their own evaluation of OpenLimit Holding AG and WISeKey International Holding Ltd and their respective 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 OpenLimit Holding AG or WISeKey International Holding Ltd.

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Emitter:	OpenLimit Holding AG Zugerstrasse 74 6341 Baar Switzerland
Contact Person:	Björn Templin
Phone:	+41 41 560 1020
E-Mail:	ir@openlimit.com
Website:	www.openlimit.com
ISIN(s):	CH0022237009 (Share)
Stock Exchange(s):	Regulated Market in Frankfurt; Free Market in Berlin, Dusseldorf, Munich, Stuttgart