Cybersecurity provider Appgate has agreed to merge with Newtown Lane Marketing, a publicly traded shell company.
Appgate also announced that an alternative investment manager is investing up to $100 million in convertible notes at a $1 billion post-money valuation.
Under terms of the agreement, BC Partners and Medina Capital will remain Appgate’s majority shareholders and control approximately 74.4 percent of Newtown’s common stock, on a fully diluted basis, which will total approximately 157.5 million shares post-closing assuming Appgate’s receipt of the full $100 million convertible note investment. Under the terms of the investment, Appgate received $50 million at the signing of the merger agreement to immediately further fuel growth, will receive $25 million at closing, and will receive up to an additional $25 million post-closing. BC Partners and Medina Capital will retain 100 percent of their existing equity in the combined company for at least 12 months post-closing.
The combined company will seek to list on the Nasdaq or the NYSE as soon as possible following consummation of the transaction. Read more.