WISeKey signs merger agreement to redomicile to British Virgin Islands
WISeKey International Holding AG announced a merger agreement to redomicile from Switzerland to the British Virgin Islands, pending shareholder approval in Q3 2026. The transaction involves merging with its subsidiary, WISeKey International Corp., to maintain dual listings on Nasdaq and SIX Swiss Exchange while terminating the ADS program. The move is subject to regulatory approvals and aims to enhance strategic flexibility.

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WISeKey International Holding AG announced on June 29, 2026, that it has signed a merger agreement with its wholly owned subsidiary, WISeKey International Corp., to redomicile the group from Switzerland to the British Virgin Islands. The proposed merger aims to align the holding company jurisdiction with its international capital markets profile, potentially providing greater strategic and operational flexibility. The transaction is subject to approval by shareholders at an extraordinary general meeting (EGM) expected in Q3 2026.
Under the terms of the agreement, WISeKey will merge with and into WISeKey International Corp., with the British Virgin Islands entity surviving as the publicly traded parent company. Following completion, the surviving entity is expected to have its ordinary shares directly listed on both Nasdaq and the SIX Swiss Exchange. The current American Depositary Share (ADS) program will be terminated, with holders receiving WISeKey International Corp. ordinary shares in exchange.
Shareholders of WISeKey Class B shares, currently traded on the SIX Swiss Exchange, will have election rights regarding different classes of shares with varying voting and dividend rights. In the absence of an election, these holders will receive ordinary shares of the new parent company. Detailed procedures for the share and ADS exchanges will be communicated prior to the EGM.
The completion of the merger remains contingent upon several conditions, including the effectiveness of a registration statement with the U.S. Securities and Exchange Commission, required listing authorizations from Nasdaq and SIX, and confirmation by the Swiss Takeover Board regarding opting-out from mandatory takeover provisions. Additionally, shareholders will receive access to the merger agreement, merger report, and audit reports, along with financial statements for the years 2025, 2024, and 2023, no later than 30 days before the EGM.
The British Virgin Islands' corporate legal framework is expected to offer advantages in accessing equity capital markets in the U.S. and Switzerland. However, the company cautioned that there can be no assurance the anticipated benefits will be realized. The redomiciliation is intended to support future strategic initiatives and enhance the group's operational agility.
How will shareholders react to the redomicilation during the Q3 2026 extraordinary general meeting?
What impact will the termination of the ADS program have on current liquidity and trading volume?
Will the move to the British Virgin Islands trigger any regulatory scrutiny from U.S. or Swiss authorities?

























