SEALSQ's Strategic Acquisition of IC'ALPS: Expanding Horizons

SEALSQ Corp’s Strategic Acquisition of IC’ALPS Overview

In a significant move, SEALSQ Corp (NASDAQ: LAES), a leader in semiconductor and post-quantum technology solutions, has announced an exciting update regarding its ongoing exclusive negotiations to acquire 100% of IC’ALPS SAS. This company, headquartered in Grenoble, France, specializes in Application-Specific Integrated Circuit (ASIC) design and supply.

The goal of this acquisition is to strengthen SEALSQ's capabilities in ASIC development, responding to the increasing demands within the industry. The negotiations were initiated following the agreement on a Letter of Intent, outlining the terms for this strategic collaboration.

Key Elements of the Acquisition Agreement

Financial Terms

The parties have tentatively agreed on a fixed purchase price of EUR 12.5 million, which comprises of EUR 10 million in cash and EUR 2.5 million to be settled with fully paid ordinary shares of SEALSQ. This share allocation will depend on the volume-weighted average price of SEALSQ's stock on the Nasdaq during a specified trading period prior to closing the transaction.

Performance-Based Earn-Out

Additionally, there is an earn-out component that may yield up to EUR 4 million in shares, contingent upon IC’ALPS achieving revenues exceeding EUR 11 million within the 12 months concluding on December 31, 2025. This revenue must adhere to US GAAP and proceed through a stringent auditing process.

Compliance and Approvals

Key closing conditions include obtaining necessary governmental approvals, particularly from the French Ministry of the Economy, ensuring compliance with pertinent financial regulations. This strategic acquisition aims to incorporate about 100 experienced personnel from IC’ALPS, significantly enhancing SEALSQ’s workforce.

Financial Overview of IC’ALPS

In reviewing IC’ALPS’s financials, the company reported its draft unaudited revenue for 2024 at EUR 9.76 million with a net loss of EUR 2.016 million. This reflects a decline from the prior year’s audited revenue of EUR 8.465 million, which showed a net income of EUR 318,000. It is crucial to note that upon acquisition closure, SEALSQ intends to prepare comprehensive audited financial statements under US GAAP for 2023 and 2024.

The detailed analysis indicates that the financial figures are subject to variance upon converting from French GAAP to US GAAP, particularly concerning sales, operating expenses, and tax components. Hence, SEALSQ anticipates several adjustments to these figures.

About IC’ALPS: Your ASIC Development Partner

IC’ALPS is recognized as a key partner in the ASIC ecosystem, delivering comprehensive solutions for ASIC and SoC development. Their expert team, exceeding 100 engineers, focuses on various technologies and applications, ranging from analog and digital circuits to complex systems on chip.

Active in diverse sectors, including medical, automotive, industrial automation, and IoT, IC’ALPS boasts a strong reputation for reliability and innovation. Their core competencies extend to ultra-low power designs and advanced processing technologies that cater to the demands of various global markets.

About SEALSQ and Its Commitment to Innovation

SEALSQ Corp is at the forefront of developing post-quantum technology designed to enhance data security in the age of quantum computing. With an emphasis on integrating advanced cryptographic methods into semiconductor designs, SEALSQ’s solutions address critical challenges faced by organizations today.

The company’s portfolio includes secure Multi-Factor Authentication tokens, medical systems, and automotive controls fortified by post-quantum cryptography, ensuring robust defenses against emerging technological threats.

SEALSQ's ongoing innovations are pivotal for businesses that prioritize data integrity and protection, positioning them well for future advancements in the semiconductor space.

Frequently Asked Questions

What does the acquisition of IC’ALPS mean for SEALSQ?

The acquisition is expected to enhance SEALSQ's capabilities in ASIC development, allowing them to better meet industry demands and innovate within their technology offerings.

How will the acquisition impact employees at IC’ALPS?

The acquisition will incorporate around 100 skilled employees from IC’ALPS into SEALSQ, fostering a seamless integration of talents and expertise.

What are the financial implications of this acquisition?

With a purchase price of EUR 12.5 million and potential earn-out based on revenue targets, SEALSQ aims to maximize the growth and profitability of its investment in IC’ALPS.

What steps must be taken before the acquisition is finalized?

The acquisition must receive approval from the French Ministry of the Economy and satisfy other regulatory conditions before completion.

How does SEALSQ's technology address current market challenges?

SEALSQ's focus on post-quantum technology develops robust solutions to enhance security against the vulnerabilities posed by advancing quantum computing capabilities.

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