Garnero Group Acquisition Company
Garnero Group Acquisition — SPAC Merger (January 2015)
33 slides from Garnero Group Acquisition's SPAC merger presentation, Jan 15, 2015
Slide 1: A Platform for Cyber Security Consolidation
WIS@ Authentic WIS@ WIS@ Sec WIS@key A Platform for Cyber Security Consolidation Investor Presentation Merger with Garnero Group Acquisition Company (NASDAQ: GGAC) January 15, 2015
Slide 2: Disclosure
Disclosure The attached presentation was filed with the Securities and Exchange Commission on January 15, 2015 as part of the Form &-« filed by Garnero Group Acquisition Company (“GGAC"). GGAC is holding presentations for certain of its shareholders, as well as other persons who might be interested
Slide 3: Safe Harbor
Safe Harbor ‘This presentation may contain forward-looking statements within the meaning ofthe Private Securities Litigation Reform Actof 1995, about GAC, WiSeKey SA and their combined business after completion of the propased acquisition. Fomard-ooking statements are allstatements other than histor
Slide 4: Investment Opportunity
Investment Opportunity The = WISeKey to become publicly listed on NASDAQ via transaction with Garnero Transaction Group Acquisition Company. » Established cyber security company entering the US market; solutions generate The Business secure digital identities for people, objects & content. Investmen
Slide 5: Transaction Summary, Valuation & Ownership
Transaction Summary, Valuation & Ownership Transaction Valuation | Transaction Ownership 3) At Closing Shares Outstanding 35,516,000 Amountin Trust per share $10.05 Equity Value $356,934,000 wiSeKey Debt 0) Cash?) ($122,969,000) Implied Enterprise Value $233,965,000 m= WiSeKey Shares = Public Shares
Slide 6: Established Cyber Technology
Established Cyber Technology * W!SeKey is one of a limited number of companies; with a Root Certificate product * Provides unique PKI (Public Key Infrastructure) cryptography suitable for large-scale enterprises * W!SeKey’s Root Certificate is embedded in 1.5+ billion web browsers worldwide — Allows
Slide 7: Trusted Cyber Security Brand
Trusted Cyber Security Brand Since 2010: Partnering with Microsoft BE Microsoft Since 2010: Microsoft’s Citizen Services Platform The combination of WlSeKey’s Identity solutions and e- government platforms such as Microsoft’s Citizen Services Platform, enables local, regional and national government
Slide 8: Global Market Opportunity
Global Market Opportunity Cyber Security Today: + Aglobal concern for governments, corporations and individuals. * The size and complexity of security threats continue to intensify. cs Cyber crime costs the global economy $445 in each year. (1) * The global cyber security market is expected to grow
Slide 9: Cyber Crime: A Growing Global Concern
Cyber Crime: A Growing Global Concern CYBER CRIME LOSS AS A % OF GDP TRACKING OF CYBER CRIME BY COUNTRY Australia 0.08% Brazil 0.32% Canada 0.17% china 0.63% France 0.11% Germany 1.60% India 0.21% Ireland 0.20% Italy 0.04% Japan 0.02% Mexico 0.17% Netherlands 1.50% NewZealand 0.09% Norway 0.64% Russ
Slide 10: Growth Strategy
Growth Strategy ORGANIC GROWTH STRATEGY EXTERNAL GROWTH STRATEGY + Leverage Swiss technology + US presence. + Capitalize on strengthened, post-merger = WISelD: pursue growth through multi- financial condition and elevated industry national companies. profile. = W!lSeAuthentic: grow through existing
Slide 11: Deployment of Capital
Deployment of Capital * Acquisitions to enhance WISeKey Cyber Security platform with new products, services and geographies. ¢ Expand leadership team to manage growth. * Establish US presence & partnerships; add 100+ employees in various regions to: — Establish/manage partnerships with companies suc
Slide 12: Current Product Offerings
Current Product Offerings WlSeKey Identity Ecosystem of People, Objects, and Media is unique on the market. WIS@id W1IS@Security W1IS@Authentic + Digital Item ID. * Digital Personal ID. » Protects online = Ensures the authenticity of + Protects privacy by securing communications & data goods, online
Slide 13: WISeID Overview & Opportunity
wiseid Overview & Opportunity = Protects personal data through encryption & control Death of the Password — Data encrypted only on your device — Secure personal cloud — High grade encryption ensures secure and powerful password management — Works on multiple devices — Sync data between devices eee S
Slide 14: WISeID Comprehensive Mobile Suite
wiseid Comprehensive Mobile Suite
Slide 15: WISeID New Products
wiseid New Products Description Revenue Model WIs))) WATCH ‘The World internet Security Watch Op WlSeWatch NFC (Near Field Communication) watch sends a Secure Digital Identity via NFC technology to the WISeKey Mobile Phone App which will unlock the personal data wallet and activates the phone. Per w
Slide 16: WISeKey Secure Bunker in Switzerland
W!ISeKey Secure Bunker in Switzerland *
Slide 17: WISeSecurity Innovative Security
Wis@Security Innovative Security Protecting Public Key Infrastructure - WISeKey’s historic business provides Full Public Key Infrastructure, digital certificates, eVoting, dematerialization and encrypted mobile telephony and cloud storage to enterprise clients Certificate eCommerce Portal Direct and
Slide 18: WISeSecurity Secure Messaging Solutions
WIS@Security Secure Messaging Solutions Corporate and personal portfolio for messaging securit ¢ Digital certificates used to sign-in and encrypt eMail, ensure the autenticity, integrity and confidentiality of messages, using any desktop computer or mobile device ¢ Provide secure messaging for Socia
Slide 19: WISeAuthentic Overview & Opportunity
Wis@Authentic Overview & Opportunity WlSeKey warranty card system: WIS@key Luxury items purchased from authorized retailers come with a dedicated card and USB card-reader (NFC solution now available). Each card is unique and cannot be duplicated. Authentication system links each luxury item with its
Slide 20: Potential Revenue Streams
Potential Revenue Streams Enterprise Clients Core Solution Additional Solutions Solutions Infrastructure Solutions Enterprise Mobile Security Web Security (Certify 1D / PKI / Certificates) Productand | + Trusted Root Signing + WiSePhonet(Secure VoIP for | |+ Secure e-mail SEUSS + Organizational IT S
Slide 21: Selected PKI and On-line Trust Services Companies
Selected PKI and On-line Trust Services Companies « Independent | sstfor | Personal | Corporate | 10 Mobile re, TrustModel | Web | Identities) | Solutions | Strategy | Strategy First companyto provide PKi corporate Entrust solutions. Lack ofstrongorientation to xX yi3) (ooer Datacard open environmen
Slide 22: Selected Public Peer Companies
Selected Public Peer Companies Company | Description Founded Enterprise | Revenue | eBiT | Ev/EBITDA | Growth—1PO Value ($m) | 2013 2013 | cy2015E Price to (sm) (sm) Today Provides security, backup, Symantec and availability solutions Nasdaq 1982 17,585 15,887 6799 1,407 6.8x 143% worldwide Provides
Slide 23: Carlos Moreira, Founder/CEO of WISeKey
Carlos Moreira, Founder/CEO of WISeKey Founded WiSeKey in 1999. * Recognized pioneer in digital identity and cyber security. * Extensive high-level international diplomacy experience with emerging technologies expertise. * Distinctive authority and thought leader on topic of digital identity protect
Slide 24: Garnero Group & Brasilinvest
Garnero Group & Brasilinvest Garnero Group Acquisition Company (GGAC) GGAC was incorporated in the Cayman Islands on February 11, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or othe
Slide 25: WISeKey SA Advisory Board
Ww!ISeKey SA Advisory Board Composed of experienced indi uals ifferent industries and sectors that advise and support WISeKey in the development of its strategy and business ~~ Technologies a fi FERNANDO CHICO PARDO CLAUDE BEGLE ABELLINARES 4) Founder and Presidentof | Ji» <') FORMERCEOSWissPost | H
Slide 26: WISeKey Shareholders
WwilSeKey Shareholders Shares Issued 73,685,265 ESOP 18,945,139 Warrants 5,079,937 Total Fully Diluted Shares 97,710,341 ‘Committed Shares 68,478,881 Commited Options 18,148,186 Committed Warrants 4,904,937 Total Committed Shares 91,532,004 Acceptance Rate 93.68% 5,079,937 (5.296) 6,178,337 Shares (
Slide 27: Conclusion
Conclusion * Accomplished, globally-recognized leadership team. ¢ Established cyber security platform with long-standing blue-chip customers. * Vast addressable need; entering growing US/global market with high growth opportunities across diversified segments. * Business model presents multiple reve
Slide 28: Garnero Group contacts
Va GARNERO GROUP. Carlos Moreira Founder CEO +4122 594 3000 / cmoreira@wisekey.com Javier Martin Riva Chief Financial Officer / Chief Investment Officer (786) 472-2721/ imriva@garnerogroup.com Investment Banking Advisor to WISeKey: ACXit t= Thomas Bieri Managing Partner +41 44 389 8001 / bieri@acxit
Slide 29: Appendix
Appendix WIS@key
Slide 30: Financial Overview: Income Statement
Financial Overview: Income Statement ($in thousands) 9 Months 9 Months Year Ended Year Ended Ended Ended Dec31,2012 Dec31,2013 Sep 30,2013 Sep30,2014 Revenue 4144 6,218 5,542 2,021 Cost of Revenue 1,657 1,477 1,133 1,142 Gross Profit 2,487 4,740 4,408 879 Operating Expenses 10,203 9,518 7,155 7,607
Slide 31: Financial Overview: Balance Sheet
Financial Overview: Balance Sheet I'S in thousands) Dec 31, 2012 Assets Current Assets Cash & Equivalents 31 Accounts Receivable 183 Inventory 20 Prepaid & Other 219 Total Current Assets $453 Property & Equipment, net 14 Investmentsin Subsidiaries 43 Intangibles 1,396 Other Assets 64 TOTAL ASSETS: $
Slide 32: Acquisition Scenarios
Acquisition Scenarios ACQUIS! SCENARI 93.4% Acquired 100% Acquired 2 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 9,545, WiseTrust 1,026 10,315 1,026 10,315 Implied Value
Slide 33: Pro Forma Ownership Overview
Pro Forma Ownership Overview PRO FORMA MERGER"! 93.4% Acquired" 100% Acquired Shares Fully Diluted” Shares Fully Diluted GGAC Security Holders Sponsor Holders 3594 3594 3,594 3,594 Public Holders 15813 23,000 15,813 23,000 Private Placement Holders 697 1014 697 1014 Subtotal 20,104 27,608 20,104 27,
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