Garnero Group Acquisition Company
Garnero Group Acquisition — SPAC Merger (November 2014)
36 slides from Garnero Group Acquisition's SPAC merger presentation, Nov 19, 2014
Slide 1: Business Combination with WISeKey SA
Garnero Group Acquisition Company Business Combination with WISeKey SA WIS@key naspaa:ccac Investor Presentation November 2014
Slide 2: Disclosure
Disclosure Gamero Group Acquisition Company 1 The attached presentation was filed with the Securities and Exchange Commission on November 19, 2014 as part of the Form 8-K filed by Garnero Group Acquisition Company (*GGAC"}. GGAC is holding presentations for certain of its shareholders, as well as ot
Slide 3: Safe Harbor
Safe H. 1 This presentation may contain forward-looking statemants within the meaning ofthe Paivate Seousities Litigation Reform Act of 1995, shout GGAC, WISeKer SA and theie combined business afteccompletion of the proposed acquisition, Fonward-looking statements ace all statements other than histo
Slide 4: Presenters & Table of Contents
Presenters & Table of Contents oo Peter Ward CFO L What is WISeKey? IL. Business Opportunity I. ‘Transaction Overview Iv. W1SeKey Investment Case v. W1SeKey Outlook Appendices WIS@key
Slide 5: I. What is WISeKey?
I. What is WISeKey?
Slide 6: WISeKey
WISeKey Business Description Founded. Product names Mid-term $ Gamero Group 4 = WiSeKey’s solutions generate Digital Identities to enable the secure digital identification of people, content and objects = February 1999 = WiSecurity, WISeID, W1SePhone, WiSfans and WiSeAuthentic = 25 FTEs in Switzerla
Slide 7: WISeKey Digital Identity Solutions
WISeKey D: WIS@key Security Authenticity Mobile WIS@Ccurity 1 Protect youronline communications & data with personal, corposate anc (GSL) digitaloestifcates. Protect corporate ‘= Mobile Phone Solutions for private individuals
Slide 8: II. Business Opportunity
II. Business Opportunity
Slide 9: Segment Potential
Segment Potential Non Transactional = OISTE WISeKey" s Root Certificate is embedded in a large number of PCs, servers, desktops, browsers, mobile phones and other devices and software, Windows, Android Macintosh, Linux Adobe, Internet browsers, ete = OucRoot Cestificate is embedded in billions of de
Slide 10: Universality of the Internet Movement
Universality of the Internet Movement Danger of losing the universality of the Internet due to the emergence of separate Digital domains = National restrictions: some countries (China, Iran, Saudi Arabia, Cuba and Vietnam) impose tight controls on how the Intemetlinks with therest of the world = Com
Slide 11: Comparison of Select Global Security Companies
Comparison of Select Global Security Companies Giisius earag Acute Cotas Listing Equity Enterprise EBIT Value Value (SU 2013 (sm) MM) (sm) Provides secusity, backup, and Symantec vallbiliy solutions woddwide “N##4#8 ae 17,585 15,887 6,799 1407 685 19% Provides products and serves . for detecting, pr
Slide 12: III. Transaction Overview
III. Transaction Overview
Slide 13: Transaction Overview
Transaction Overview Giza Grp Asutalitoa’ Come WIS@key = NASDAQ: GGAC = Gamero Group Acquisition Company (NASDAQ: GGAC) to combine with WISeKey SA = Post closing, combined company will continue to trade on NASDAQ = Pro forma enterprise value of approximately $234m and equity value of $350m (assuming
Slide 14: Transaction Valuation & Ownership
Transaction Valuation & Ownership ‘Trans (S md shares in thousands [AT CLOSING Shares Oustanding 6 Amount in Trust per Shase 10.05 Equity Value $956,934 WiSeKey Debt $0 Cash" ($122,969) WiSeKey ‘Implied Enterprise Value $233,965. oe Soure ses" (S md shares in thous SOURCES GGAC Cash from Trust $144'
Slide 15: Pro Forma Ownership Overview
Pro Forma Ownership Overview eas eg Set PRO FORMA MERGER” 93.4% Acquired 100% Acquired Shas” Fup Dibsed”™ Shaes” Fuly Dikeed GGAC Secunity Holder Spontor Holdass 3508 355 Publis Holdecs 15813 23,000 Paivats Placement Holdecs ea 1918 Subroul 20,104 27,608 W7Sekey Security Holders Holdecs dat executd
Slide 16: Consideration Review
Consideration Review G sisition C 93.4% Acquired 100% Acquired Shares Implied Value®! Shares Implied Value®! Stock Consideration Issued to Holders that executed definitive documents 13,436 $135,032 13,436 $135,032 Remaining Holders - - 950 WSeTrust 10315 1,026 Implied Value of Stock Consideration $1
Slide 17: IV. WISeKey Investment Case
IV. WISeKey Investment Case
Slide 18: Key Positioning Highlights
Key Positioning Highlights “One-stop shop” for customers with commercialisation of embedded solutions for high-growth end markets... Technology Capabilities = Tasovative Saute Digi ID Provider 1 End.so-ndin hoot desig, production 8 ad afc mace s9pp0r 1 Highly cigeentiaed and sophisticated systems fo
Slide 19: WISeKey: The Right Position in the Current Ecosystem
WSeKey: The Right Position in the Current Ecosystem ‘Gases Gibup Aaaiitettan Comateny WiSeKey is positioning itself as the “SWITZERLAND ON THE INTERNET” of Digital Identities, providing and protecting IDs for people, objects and content and enabling monetization throughout all three verticals. A tel
Slide 20: Significant Future Upside
Significant Future Upside Gass Guay! Adgetattioad Conia ‘The building blocks are in place for accelerated top-line and earnings growth Solid Organic Growth Dri = Diversified small / medium size customer footprint with bespoke solutions that offer sticky zelationships ‘and compelling margins = Secvin
Slide 21: Platform established for Near Term Monetization
WSeKey: Platform established for Near Term Monetization ——camero Group Acquisition Compans Business model with income streams that can be highly levered WISeID - Social ID Fane eosyateme fe Mobieapp Sewed on DigtalTdener Sena sper mchtenpp forts communica ‘aia (Cae USA, Rad aded FC Barns Sout ‘Nabor
Slide 22: V. WISeKey Outlook
V. WISeKey Outlook
Slide 23: Projections
014 Pre! 2017 / 2018 Total Revenues $8m—$9m $600m — $1,100m EBITDA $(1.3m) — $(1.4m) $350m — $650m Net Income $(1.4m) — $(1.5m) $275m — $470m CAPEX $1.2m-$1.3m $30m — $50m Free Cash Flow $(0.3m) — $0.4) $300m — $500 WIS@key
Slide 24: Appendix I — Management Team
Appendix I— Management Team
Slide 25: Current Management Team
Current Management Team Carlos Creus Moreira Dourgam Kummer Peter Ward Founder, Chairman, CEO coo co Carlos Morena VP Digital Brand Management
Slide 26: Current Board of Directors
Current Board of Directors © Carlos Creus Moreira Philippe Doubre Dourgam Kummer Peter Ward Juan Hernandez Zayas Maryla Shingler Thomas J. Egger WIS@key %
Slide 27: Current Strategy and Advisory Board
Current Strategy and Advisory Board Composed of influential individuals in different industries and sectors that advise and support WISeKey in the development of its strategy and business Cartos Creus Moreira Claude Bests Frangois Barraul Der Coe ee Foundes POM, Dicector Genesal of Foume: BT Global
Slide 28: Appendix II — Financials
Appendix I — Financials
Slide 29: Income Statement
Total Revenue 4144 5,342 6,218 2,021 Cost of Total Revenve 1,657 1,133 1477 1,142 Gross profit 2,487 4,408 4,740 879 Operating Expenses 10,203 7,155 9518 7,607 Operating Income (Expense) (67,716) ($2,747) (84,778) (86,728) Interest Expense) -36 178 293 -18 Other Expense) -546 424 -466 Loss of invest
Slide 30: Appendix — Financial Overview
Appendix — Financial Overview Assets Concent Assets Cash & Equivalents Accounts Receivable Javentoct Peapaid & Other ‘Total Curent Assets Popes & Equigment, net Iesrestmnents in Subsldades Intangible: Other As Liabilities & Equity Coxcent Liabilities Buk Ovadaats Accounts Parable Accaued Compensatio
Slide 31: Appendix III — Auxiliary Business Slides
Appendix HI — Auxiliary Business Slides
Slide 32: Online Trust Solutions — Digital Trust Foundations
Online Trust Solutions — Digital Trust Foundations WiSeKey’s OTS portfolio is evolving accordingly with ‘Technology Trends and in Synchrony with other Business Units Enabling on-line trust for mobile users, and more Traditional portfolio: ‘= Trusted IDs foc persons and serves: SSL cetificates, Perso
Slide 33: WISeID - Password and Data Locker Platform
WISeID - Password and Data Locker Platform Encrypted portable storage for sensitive data (usernames, passwords, PINs, credit cards, loyalty cards, notes and other information). Compatible with: & Android Premium model = Application is fee to install and use © Pespetual license, one-time fee for prem
Slide 34: Product & Technology Value Proposition
Product & Technology Value Proposition Anti-Counterfeiting "© High seoustr solution combining contact and contactless WiseAuthentic is a Digital Brand Protection solution smadtards, innovative integration of server and dient powering the Intemet of Things withits unique platform fuchnclogy to protec
Slide 35: WISePhone — Secure Communications
WSePhone — Secure Communications WisePhone+ Encrypted Voice and IM chat Platform for medium sized to forlaege user groups in public and private ‘organizations designed to protect confidential corporate communications Available for = Android = ios BIB ‘Monthly flat-fee rate subscsiptions One time fee
Slide 36: WISFans — Social Connections Platform
WISFans — Social Connections Platform WIS@key Connected social platform and mobile app ecosystem that keeps sports fans in touch with their favorite beand and idols = Andeoid = ios Bus Free app - application is free to install and use Revenue derived from Business services (sponsorship, advertising/
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