NEW YORK & MIAMI--(BUSINESS WIRE)--Newtown Lane Marketing, Incorporated (OTC BB: NTWN) and Appgate, an industry leading secure access company, today announced that they have entered into a definitive merger agreement. Upon consummation of the transaction, Appgate will become a public company with significant financial resources to accelerate growth, scale, and go-to-market strategies. Appgate also announced that a leading alternative investment manager with over $12.5 billion in assets under management is investing up to $100 million in convertible notes at a $1 billion post-money valuation.

Headquartered in Miami with more than 360 employees, Appgate enables rapid, effective, and scalable Zero Trust cybersecurity for private enterprises and government entities. Its secure access solutions include software defined perimeter (SDP), risk-based authentication, and digital threat protection, as well as offense-oriented professional services. Appgate’s flagship software solution, Appgate SDP, has achieved 125% net dollar retention among its users and is recognized as an industry top performer, receiving 4.8 out of 5 stars from customer reviews on Gartner Peer Insights and named as one of the select “leaders” in the Forrester Wave™ Zero Trust eXtended Ecosystem (Q3 2020). Appgate serves over 650 customers, including Fifth Third Bank, Norwegian Cruise Lines, and Secureworks. In addition, government entities in the U.S. Departments of Defense and Homeland Security rely on Appgate SDP to protect high value assets and processes.

Appgate was spun out of Cyxtera Technologies as a standalone company in January 2020 to accelerate its efforts in the rapidly changing cybersecurity industry. Today, Appgate is well positioned to capture long-term growth in the Zero Trust cybersecurity market that is expected to reach $38 billion by 2025. Cybersecurity has never been more important or more in focus, and Appgate’s Zero Trust solutions ensure that network access is based on least-privileged access and movement within is eliminated, reducing the risk of attack even with greater numbers of remote workers and broader cloud adoption.

“This is a tremendous time of growth in our industry,” said Barry Field, Appgate’s Chief Executive Officer. “Appgate is displacing outdated, easily compromised, traditional network security, such as VPNs and firewalls, by using cutting-edge software designed around the principles of Zero Trust. Appgate is the partner of choice for forward thinking enterprises and federal customers who recognize the importance of adopting a Zero Trust strategy and preventing damaging attacks like ransomware.”

Transaction Structure, $100 Million Investment, and Up-Listing

Under terms of the agreement, BC Partners and Medina Capital will remain Appgate’s majority shareholders and control approximately 74.4% 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% of their existing equity in the combined company for at least 12 months post-closing.

The combined company will seek to list its shares on the Nasdaq Stock Market or the New York Stock Exchange as soon as possible following consummation of the transaction and satisfaction of applicable listing requirements.

“The adoption of Zero Trust principles has never been more necessary, and we are proud to be a leader in this emerging and rapidly evolving sector,” said Manny Medina, Appgate’s Executive Chairman and Founder of Medina Capital. “Today’s announcement is the natural next step in Appgate’s evolution. As a public company, we will be able to continue to innovate, stay ahead of emerging security threats, and accelerate our revenue growth. All of that enables our customers, both private and public, to operate securely and with peace of mind.”

“We have been longtime supporters of Appgate, which is poised to be the winner in the emerging Zero Trust cybersecurity landscape,” said Fahim Ahmed, a Partner at BC Partners. “Today, Appgate is the only pure-play Zero Trust cybersecurity company that can implement effective enterprise-wide security for hybrid, cloud, and on-premises environments. As a result of this transaction, Appgate will intensify its efforts in this arena, bring an enhanced focus to helping protect enterprise and government information systems from today’s emerging threats, and act with precision and agility in a rapidly changing market.”

“Appgate is at the forefront of the cybersecurity industry, and we are delighted it has decided to merge with Newtown,” said Jon Ledecky, President and controlling shareholder of Newtown. “We have spent the past several years searching for an outstanding merger candidate for Newtown. In Appgate, we have found an exceptional company led by a proven, world-class management team backed by premier private equity firm, BC Partners, and a highly successful and innovative technology entrepreneur in Manny Medina.”

Industry Leading Board and Management Expected Post-Closing

Appgate’s seasoned management team will continue to lead the business following consummation of the transaction. Appgate’s management and Board of Directors post-closing are expected to include:

• Manny Medina, Executive Chairman: Mr. Medina is the Founder of Medina Capital, a private equity firm investing growth capital in innovative companies in the cybersecurity, data analytics, cloud infrastructure, and software-as-a-service markets. He brings 30 years of experience as a highly successful entrepreneur with expertise in areas including technology, finance, international business, and government contracting.
• Barry Field, Chief Executive Officer and Director: Mr. Field brings extensive experience as a sales executive leading successful IT infrastructure and software-enabled technology sales organizations. He previously served as CEO of Cryptzone, where he led the strategic vision, product development, international growth and expansion into new markets.
• Alberto Arango, Chief Revenue Officer: Mr. Arango is an accomplished cybersecurity sales executive with a strong history of building world-class teams for industry-leading companies that deliver record revenue growth for enterprise customers across markets. He previously served as SVP of Cybersecurity and Anti-Fraud solutions at Appgate, where he led the company to its highest performing period of revenue growth.
• Rene Rodriguez, Chief Financial Officer: Mr. Rodriguez has more than 15 years of experience as a finance executive with expertise in managing financial operations, capital markets, investor relations, financial analysis, and mergers and acquisitions. Previously, he was the CFO of Cyxtera.
• Raymond Svider, Director: Mr. Svider is Partner, Chairman, and Chairman of the Executive Committee at BC Partners, a leading global investment firm with over $40 billion in assets under management. His current directorships include Chewy (NYSE: CHWY) (Chairman), GFL Environmental (NYSE: GFL), Altice USA (NYSE: ATUS), and Navex Global.
• Fahim Ahmed, Director: Mr. Ahmed is a Partner at BC Partners where he focuses on North American TMT and consumer & retail sectors. His current directorships include Chewy (NYSE: CHWY), Cyxtera, and Presidio.
• Jon Ledecky, Director: Mr. Ledecky is expected to join Appgate’s Board post-close. He is a seasoned businessman with over 35 years of investment and operational experience. He has executed hundreds of acquisitions across multiple industries and raised over $20 billion in debt and equity. He is also co-owner of the National Hockey League’s New York Islanders franchise.

The merger is subject to customary closing conditions and is expected to close in the second quarter of 2021. Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be available in a Current Report on Form 8-K to be filed by Newtown with the Securities and Exchange Commission and at www.sec.gov. The investor presentation can also be found on Appgate’s investor website at https://www.appgate.com/investor-relations.

Advisors

DBO Partners LLC is acting as financial advisor to Appgate and Canaccord Genuity is acting as financial advisor to Newtown.

Greenberg Traurig, LLP is acting as legal counsel to Appgate and Graubard Miller is acting as legal counsel to Newtown.

About Appgate

Appgate is the secure access company that provides cybersecurity solutions for people, devices, and systems based on the principles of Zero Trust cybersecurity. Appgate updates IT systems to combat the cyber threats of today and tomorrow. Through a set of differentiated cloud and hybrid security products, Appgate enables enterprises to easily and effectively shield against cyber threats. Appgate protects more than 650 organizations across government and business. Learn more at www.appgate.com.

About Newtown Lane Marketing, Incorporated

Newtown Lane Marketing is a shell company that has been searching for merger partner candidates with which to merge. Newtown Lane Marketing is led by President Jonathan Ledecky, a seasoned businessman with over 35 years of investment and operational experience. He has executed hundreds of acquisitions across multiple industries and raised over $20 billion in debt and equity. He is also co-owner of the National Hockey League’s New York Islanders franchise since 2014 and a prior owner of the Washington Wizards and the Washington Capitals. For more information, please visit http://www.newtownlanemktg.com.

About BC Partners

BC Partners is a leading international investment firm with over $40 billion of assets under management in private equity, private credit, and real estate. Established in 1986, BC Partners has played an active role in developing the European buy-out market for three decades. Today, BC Partners executives operate across markets as an integrated team through the firm’s offices in Europe and North America.

Since inception, BC Partners Private Equity has completed 119 private equity investments in companies with a total enterprise value of over $180 billion and is currently investing its 11th private equity fund. For more information, please visit www.bcpartners.com.

About Medina Capital

Medina Capital is a private equity firm investing growth capital in innovative companies in the cybersecurity, data analytics, cloud infrastructure and software-as-a-service markets. Medina Capital’s philosophy emphasizes finding high-growth companies with established products that will benefit from the strategic guidance of the firm’s experience and expertise in the technology sector. For more information, please visit www.medinacapital.com.