WISekey International Holding Ltd. (SWX:WIHN) (‘WISekey') entered into a memorandum of understanding to acquire OpenLimit Holding AG (DB:O5H) (‘OpenLimit') for up to CHF 18.3 million on July 25, 2016. Under the terms of the transaction, WISekey will exchange one share of its Class B share in exchange for 7 to 12 OpenLimit shares. The final exchange ratio will be determined on signing of the merger agreement, which is expected to be signed by end of August 2016. The transaction will be executed via statutory merger by way of absorption under Swiss merger law. Concurrently with the merger, WISekey will provide interim financing to OpenLimit up to €4.99 million (CHF 5.4 million) in two tranches through subscription to an equity-linked instrument. OpenLimit would be merged with and into WISekey, with WISekey being the surviving entity.

The deal is subject to satisfaction of various conditions including execution of definitive agreements, approval of WISekey and OpenLimit shareholders and completion of satisfactory reciprocal confirmatory due diligence. The deal is expected to close in fourth quarter of 2016.

Acxit Capital Partners AG acted as financial advisor and arranger and David Oser, Reto Heuberger, Rafael Zemp and Claudia Suter of Homburger AG and Freshfields Bruckhaus Deringer LLP acted as legal advisors to WISekey in this transaction. Robert Bernet, Peter Kühn, Thomas Steiner of Vischer Rechtsanwälte and Linklaters Oppenhoff & Rädler acted as legal advisors to OpenLimit. Lena Cati of The Equity Group, Inc. acted as PR advisor for WISekey. The currency conversion was done through ‘www.oanda.com' on July 25, 2016.

WISekey International Holding Ltd. (SWX:WIHN) cancelled the proposed acquisition of OpenLimit Holding AG (DB:O5H) on March 29, 2017. The interim financing provided by WISekey will be converted into OpenLimit shares. WISekey will receive 2,007,494 newly issued shares of OpenLimit.