HERZLIYA, Israel, April 10, 2019 /PRNewswire/ -- Safe-T Group Ltd.
(NASDAQ: SFET) (TASE: SFET), a provider of software-defined access
solutions for the hybrid cloud, announced today that it has signed
an agreement to acquire NetNut Ltd. ("NetNut"), an Israeli-based
company focused on business proxy network solutions.
Safe-T will purchase the entire share capital of NetNut from its
shareholders, and the assets required for NetNut's ongoing
operations from its parent corporation, in consideration of
$9.7 million, which will be paid in a
combination of equity and cash (approx. 40%-60% split,
respectively). The consideration may include an additional earn-out
payment in 2020, subject to the level of increase of NetNut's
revenues during 2019 compared to 2018. The closing of the
transaction is subject to Safe-T's shareholders' approval and other
closing conditions which are customary to such transactions.
Further details of the agreement will be provided in a notice to
shareholders, convening a shareholders meeting for approval of this
transaction.
According to unaudited financial information provided to Safe-T,
NetNut has shown significant growth in revenues from $0.8 million in 2017 (unaudited) to $2.2 million (unaudited) in 2018, has no debts or
long-term liabilities, and comes with efficient operational
expenses management.
NetNut provides expertise in the fast-growing market of cloud
services, and is offering exclusive, wholly-owned global proxy
network services based on a unique partnership model and technology
with Internet Service Providers worldwide which are used by both
cyber and web intelligence companies. NetNut complements Safe-T's
current services and has the potential to introduce opportunities
in new markets and industries while increasing revenue and cash
flow.
Safe-T also announced it has entered into definitive agreements
with two U.S. institutional investors for an aggregate $6 million convertible loan which, primarily will
be used by Safe-T to finance the cash portion of NetNut
acquisition. The loan is for a term of 18 months, will bear
interest at 8% per annum, and is convertible into 2,926,829
American Depositary Shares (ADSs) representing 117,073,160 of
Safe-T's ordinary shares at a conversion price of $2.05 per ADSs, subject to adjustment. Safe-T has
also agreed to issue to the investors warrants to purchase up to
2,926,829 ADSs at an exercise price of $2.3575 per ADS, subject to adjustment, and to
register the resale of the ADSs issuable upon conversion of the
loan and exercise of the warrants with the U.S. Securities and
Exchange Commission. The closing of the $5
million portion of the loan is subject to Safe-T's
shareholders' approval and other customary closing conditions.
The acquisition is aimed to allow Safe-T to offer its customers
a cloud-based Software Defined Access service by combining its
Software Defined Perimeter (SDP) technology with NetNut's
globally-located independent cloud-based service. With the ability
to use an anonymous IP address, Safe-T's customers are
expected to further enhance security and control of all incoming
access to internal services and outgoing web browsing.
Safe-T previously announced its intent to acquire a business
proxy network solution company on January
29, 2019.
About Safe-T
Safe-T Group Ltd. (NASDAQ: SFET) (TASE: SFET), is a provider of
software-defined access solutions which mitigate attacks on
enterprises' business-critical services and sensitive data. Safe-T
solves the data access challenge by masking data at the perimeter,
keeping information assets safe and limiting access only to
authorized and intended entities in hybrid cloud environments.
Safe-T enhances operational productivity, efficiency, security, and
compliance by protecting organizations from data exfiltration,
leakage, malware, ransomware, and fraud. With Safe-T's patented,
multi-layer software-defined access, financial services,
healthcare, utility companies and governments can secure their
data, services, and networks from internal and external data
threats.
About NetNut Ltd.
NetNut Ltd. is a provider of secure business proxy network,
enabling to route any HTTP/S requests through residential IPs.
Based on the company proprietary routing technology and
partnerships with ISPs globally, NetNut's architecture is unique in
its ability to provide residential IPs with one hop connectivity to
the target site thus providing smooth and efficient traffic flow,
with high speeds and low latency. With its exclusively controlled
worldwide network, NetNut offers interruptions-free service with
low fail rate, unlimited concurrent connections, instant scaling
and simple integration. NetNut's residential IP proxy network
services enable multiple business use cases, such as online ad
verification, retail price and inventory comparisons,
content/application quality assurance (QA), network security
penetration and load testing of websites/applications and other
large-scale data mining and analysis.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995 and other Federal
securities laws. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates" and similar expressions
or variations of such words are intended to identify
forward-looking statements. For example, Safe-T is using
forward-looking statements in this press release when it discusses
the transaction with NetNut, that the consideration may include an
additional earn-out payment in 2020, the closing of the NetNut
transaction and closing conditions, convening a shareholders
meeting for approval of the NetNut transaction, the closing of the
convertible loan, the benefit of using NetNut's web service, the
contribution of the purchase to Safe-T's penetration of new markets
and reaching additional customers, and that NetNut's had
unaudited revenues of $0.8 million in
2017 and $2.2 million in 2018 with
streamlined operational expenses, which may suggest future revenues
and cash burn rate trends. Because such statements deal with future
events and are based on Safe-T's current expectations and/or on
information provided to Safe-T, they are subject to various risks
and uncertainties and actual results, performance or achievements
of Safe-T could differ materially from those described in or
implied by the statements in this press release. The
forward-looking statements contained or implied in this press
release are subject to other risks and uncertainties, including
those discussed under the heading "Risk Factors" in Safe-T's annual
report on Form 20-F filed with the Securities and Exchange
Commission ("SEC") on March 26, 2019,
and in any subsequent filings with the SEC. Except as otherwise
required by law, Safe-T undertakes no obligation to publicly
release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events. References and links to
websites have been provided as a convenience, and the
information
Investor Relations:
Michal Efraty:
+972-(0)52-3044404
michal@efraty.com
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SOURCE Safe-T