Core Viewpoint - SEALSQ Corp is in exclusive negotiations to acquire 100% of IC'ALPS SAS, a specialist in ASIC design and supply, to enhance its capabilities in semiconductor technology and meet growing sector demand [1][2]. Group 1: Acquisition Details - The acquisition is based on a Letter of Intent and is subject to a Share Purchase Agreement and closing conditions [2]. - The fixed purchase price for IC'ALPS is EUR 12.5 million, consisting of EUR 10 million in cash and EUR 2.5 million in SEALSQ shares, with an earn-out payment of up to EUR 4 million based on revenue performance [6]. - The acquisition is expected to add approximately 100 skilled employees from IC'ALPS' centers in Grenoble and Toulouse [2]. Group 2: Financial Performance of IC'ALPS - For the year ended December 31, 2024, IC'ALPS reported draft unaudited revenue of EUR 9.756 million and a net loss of EUR 2.016 million, compared to audited revenue of EUR 8.465 million and a net income of EUR 318,000 for 2023 [3]. - Excluding sales to SEALSQ, the net loss for 2024 would increase to EUR 2.631 million, while the net income for 2023 would turn into a net loss of EUR 850,000 [4]. - Material adjustments are anticipated upon converting IC'ALPS' financials from French GAAP to US GAAP, affecting net sales, operating expenses, and balance sheet items [5]. Group 3: About IC'ALPS - IC'ALPS specializes in ASIC and SoC development, providing a comprehensive service from circuit specification to production supply chain management [7]. - The company employs over 100 engineers with expertise in various circuit technologies and serves multiple sectors including medical, industrial, automotive, and IoT [7]. - IC'ALPS holds several certifications and partnerships, enhancing its credibility and operational capabilities in the semiconductor industry [7]. Group 4: About SEALSQ - SEALSQ is focused on Post-Quantum Technology, integrating semiconductors and PKI to address security challenges posed by quantum computing [8][9]. - The company is developing Post-Quantum Semiconductors designed to protect sensitive data across various applications, ensuring resilience against quantum threats [9].
SEALSQ Updates on the Negotiations to Acquire 100% of IC'ALPS