CYBA PLC Acquisition Update (8763G)
29 Julio 2021 - 1:00AM
UK Regulatory
TIDMCYBA
RNS Number : 8763G
CYBA PLC
29 July 2021
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014
WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL)
ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A
REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO
BE IN THE PUBLIC DOMAIN.
29 July 2021
CYBA plc
SPA with Narf and Trading Update
CYBA plc ("CYBA" or the "Company") is pleased to announce that
following the announcement on 8 June 2021, the Company has now
signed a conditional Sale and Purchase Agreement (the "SPA") with
the owners of Narf Industries LLC and Narf Industries PR LLC
(together "Narf" or the "Narf Group"). As before, should the
transaction proceed on these now signed terms, it would be
classified as a reverse takeover ("RTO") in accordance with the
Prospectus Rules for Companies. The proposed RTO still remains
subject to various conditions including satisfactory completion of
the necessary due diligence and, at this stage, there is no
guarantee that the proposed RTO will complete.
Narf, is a US based group with a track record of successful and
advanced cyber security projects with the US Department of Defense
("DoD") and affiliated government agencies like the Defense
Advanced Research Projects Agency ("DARPA"). Given Narf's position
and involvement on certain projects it is required to obtain
approval of its change of control from certain US authorities and
regulators prior to completion of the Transaction. The primary
regulatory body for this transaction is the Committee on Foreign
Investment in the United States ("CFIUS"). Narf is required to
obtain approval from CFIUS together with the Company as part of a
joint filing. This approval will potentially require the Company
and Narf signing an agreement (a "Special Security Agreement" or
"SSA") relating to the retention of certain sensitive information
within the USA, if requested, and that access to it is restricted
to US persons who are approved by CFIUS. A Notice has been
submitted into CFIUS and the process is expected to be completed
within the next 45 days.
Regarding the Re-Admission of the Group, first submissions of
the prospectus relating to the RTO and for the Rule 9 waiver have
now been made to the FCA and the Takeover Panel respectively. It is
anticipated that this approval process will run in tandem with the
process to obtain approval of CFIUS. The fieldwork stage of the Due
diligence process is now completed, with the reporting and
finalisation process hopefully being completed over the coming
weeks.
In addition to the Trading update provided on 8 June 2021 Narf
was recently awarded a contract for DARPA's Hybrid AI Exploration
Social Code Program to ensure the integrity of open source software
platforms designed to support Department of Defense infrastructure
- 'Social Cyber'. Narf has begun the R&D phase for the project
and expects to develop products which spot supply chain attacks
similar to Solarwinds and Kayesa, in open source code. As a result,
Narf plans to have several proprietary artificial intelligence
methods for recognising, alerting, and remediating intentional and
unintentional security vulnerability introductions into open source
code bases (e.g. the Linux kernel) that power today's rapid growth
technology companies. Remediation of vulnerabilities is envisioned
to be addressed by IP protected via Narf's Semantic Firewall and
VulnDiff patents. The R&D phase of this program is expected to
conclude in December 2022. A brief article about the project can be
found at
https://blog.executivebiz.com/2021/03/darpa-seeks-ai-methods-tools-for-open-source-code-integrity-protection/
.
A summary on Narf was included in the Company's Listing
Prospectus (Page 24) which can be found at the Company's webpage,
https://cybaplc.com/investor-relations/corporate-documents . Narf
operates within the Threat Intelligence Sector carrying out
computer security research and developing and licencing software on
a SaaS basis to detect threats to computer systems. It also
provides Incident Response services to assist its clients to
identify and neutralise active threats. Its clients are US
governmental agencies, like DARPA, and large US corporations. Narf
has a number of patents for its technology, facilitating the
continuous development of its products and in 2021 intends to
expand both current and newly developed products and services
through its active revenue channels in the US and beyond. Further
information can be found on Narf's website
https://narfindustries.com/ .
Robert Mitchell, Chairman of Cyba, said: "Given the detail
contained within the Notice and the fact that the change of control
of Narf will be to a company in the UK, a very close ally of the
USA, we are hopeful that the CFIUS consent will be obtained without
undue difficulty. Both parties have engaged highly specialist US
counsel, who are experts in these particular government regulatory
matters. In the meantime, the Board and its advisors in London will
be finalising the re-admission process with the FCA and the Panel
over the next few weeks, after which we will carry out the investor
roadshows for the working capital placing and vendor placing
required by the terms of the Transaction. We hope to be able to
call a general meeting of shareholders and complete the Transaction
shortly thereafter."
ENDS
About CYBA plc
CYBA plc ("CYBA") is a special purpose acquisition company
("SPAC") seeking suitable acquisition targets in the Cyber Security
sector. CYBA intends to implement its strategy focussed on building
a group capable of offering Cyber and Cybersecurity solutions in
the US and beyond.
The Company intends to leverage the deep industry knowledge of
its board and associates to undertake due diligence on the
commercial attributes of a target entity's business.
For further information on the Company please visit
www.cybaplc.com , with the Company's Prospectus to be found at
www.cybaplc.com/investor-relations/corporate-documents or
contact:
Robert Mitchell CYBA Tel: +44 (0) 20 3468
2212
Peter Krens Tennyson Securities Tel: +44 (0)207 186
9030
-------------------- -----------------------------
Catherine Leftley / St Brides Partners Tel: +44 (0)207 236
Frank Buhagiar Ltd, 1177
Financial PR info@stbridespartners.co.uk
-------------------- -----------------------------
Forward-looking statements
Certain statements in this announcement constitute
"forward-looking statements". Forward-looking statements include
statements concerning the plans, objectives, goals, strategies and
future operations and performance of the Company and the
assumptions underlying these forward-looking statements. The
Company uses the words "anticipates", "estimates", "expects",
"believes", "intends", "plans", "may", "will", "should", and any
similar expressions to identify forward-looking statements. Such
forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the
Company's actual results, performances or achievements to be
materially different from any future results, performances or
achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based on numerous
assumptions regarding present and future business strategies and
the environment in which the Company will operate in the future.
These forward-looking statements speak only as at the date of this
announcement. The Company is not obliged, and does not intend, to
update or to revise any forward-looking statements, whether as a
result of new information, future events or otherwise except to the
extent required by any applicable law or regulation. All subsequent
written or oral forward-looking statements attributable to the
Company, or persons acting on behalf of the Company, are expressly
qualified in their entirety by the cautionary statements contained
throughout this announcement. As a result of these risks,
uncertainties and assumptions, a prospective investor should not
place undue reliance on these forward-looking statements.
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END
ACQGDGDRISDDGBC
(END) Dow Jones Newswires
July 29, 2021 02:00 ET (06:00 GMT)
Narf Industries (LSE:NARF)
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