Cyxtera DC Holdings, Inc. (Appgate) entered into a definitive merger agreement to acquire Newtown Lane Marketing, Incorporated (OTCPK:NTWN) from Ironbound Partners Fund LLC, Moyo Partners,LLC and others for approximately $160 million in a reverse merger transaction on February 8, 2021. Upon consummation of the merger, each outstanding share of Appgate common stock will be converted into 234,299.84 shares of Newtowns common stock. As a result of the foregoing, the sole stockholder of Appgate will receive an aggregate of 117,149,920 shares of the Newtowns common stock. Additionally, Newtown will assume all of Appgates obligations under its note issuance and the 5% convertible senior notes issued thereunder in an aggregate principal amount of $50 million, with an additional aggregate principal amount of $25 million subject to issuance at closing and a further aggregate principal amount of $25 million issuable, in the option of the holders, within 12 months of signing of the merger agreement. Upon closing, the current sole stockholder of Appgate will own approximately 89% of the outstanding shares of the combined ompanys common stock and the current stockholders of Newtown will own approximately 11%. 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. Upon consummation of the transaction, Appgate will become a public company with significant financial resources to accelerate growth, scale, and go-to-market strategies. 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.
Appgates seasoned management team will continue to lead the business following consummation of the transaction. Appgates management and Board of Directors post-closing are expected to include Manny Medina, Executive Chairman; Barry Field, Chief Executive Officer and Director; Alberto Arango, Chief Revenue Officer; Rene Rodriguez, Chief Financial Officer; Raymond Svider, Director; Fahim Ahmed, Director and Jon Ledecky as Director. Upon consummation of the merger, Jonathan J. Ledecky is expected to resign from his position as president of Newtown and Manuel D. Medina is expected to become the Executive Chairman of Newtown, Barry Field is expected to become the Chief Executive Officer of Newtown, Jawahar Sivasankaran is expected to become the President and Chief Operating Officer of Newtown, Rene A. Rodriguez is expected to become the Chief Financial Officer of Newtown and Jeremy M. Dale is expected to become the General Counsel and Secretary of Newtown. The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction as of the Closing Date of the following conditions including the stockholder matters shall have been duly approved and adopted by the affirmative vote of the Newtown Stockholder required under Newtowns Charter Documents and the DGCL, Appgates Stockholder Approval and Newtown Stockholder Approval shall have been obtained, all specified waiting periods under the HSR Act shall have expired, the Lock- Up Agreement shall have been executed, the Stockholder support Agreements shall be in full force and effect and shall not have been terminated, The Registration Rights Agreement shall have been executed and delivered and shall be in full force and effect, all persons shall have resigned from all of their positions and offices with Newtown, the receipt of all necessary consents and approvals by third parties, receipt of Appgates audited financial statements, and other customary closing conditions. Newtown Board has unanimously approved the deal. Appgates sole stockholder approval has been already obtained. The merger is expected to close in the second quarter of 2021. As of The Merger is expected to be consummated during the fourth quarter of the calendar year 2021.
DBO Partners LLC is acting as financial advisor to Appgate and Canaccord Genuity is acting as financial advisor to Newtown. Jaret L. Davis and Drew M. Altman of Greenberg Traurig, LLP acted as legal advisors to Appgate and David Alan Miller and Jeffrey M. Gallant of Graubard Miller acted as legal advisors to Newtown. DBO Partners LLC will receive a fee of $2.5 million, which is contingent on the successful completion of the Merger.
Cyxtera DC Holdings, Inc. (Appgate) completed the acquisition of Newtown Lane Marketing, Incorporated (OTCPK:NTWN) from Ironbound Partners Fund LLC, Moyo Partners,LLC and others in a reverse merger transaction on October 12, 2021. Appgate intends to have its symbol changed to APGT . Appgate intends to seek to uplist to Nasdaq or the New York Stock Exchange following satisfaction of applicable listing requirements, which is expected to occur during the first quarter of 2022.