TIDMCYBA
RNS Number : 5784C
CYBA PLC
21 June 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 UNION
(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.
21 June 2021
CYBA plc
("CYBA" or the "Company")
Proposed Acquisition of Narf Group. Update on Polyswarm
Further to initial information about the proposed acquisition of
Narf Industries LLC and Narf Industries PR LLC (together "Narf")
set out in its prospectus of 8 March ("Prospectus"), CYBA plc is
pleased to announce that it has entered into legally binding heads
of agreement to acquire the entire issued share capital of Narf, an
established provider of cutting edge cyber security R&D to the
US Government and Industry, for a total consideration of US$25.6
million (of which $2.0m is payable by way of deposit to the
sellers).
Should such a transaction proceed on the currently envisaged
terms, it would be classified as a reverse takeover ("RTO") under
the Listing Rules. The RTO also represents a related party
transaction given that the principal seller of Narf is Steve Bassi,
a director and shareholder in the Company. The proposed RTO remains
subject to contract and satisfactory completion of the necessary
due diligence and, at this stage, there is no guarantee that the
proposed RTO will complete.
Narf operates within the Threat Intelligence Sector carrying out
computer security research and developing and licensing software on
a "software as a service" ("SaaS") basis to detect threats to
computer systems. It also provides Incident Response services to
assist its clients to identify and neutralise active threats.
Narf's clients are US governmental agencies and large US
corporates. Narf has a number of patents for its technology,
facilitating the continuous development of its infrastructure
product and in 2021 intends to expand both current and newly
developed products and services through its active revenue channels
in the US and beyond. A summary on Narf was included in the
Prospectus (Page 24), which can be found at the Company's webpage,
https://cybaplc.com/investor-relations/corporate-documents . Narf's
website is https://narfindustries.com/
Further to the undertakings given in the Prospectus to announce
information about Narf as if it were already a subsidiary of the
Company, the Company is pleased to announce that:
Narf has recently developed a new product called the Threat
Intelligence Grid Recovery package ("TIGR") alongside SRI
International (formerly known as Stanford Research institute)
("SRI"), an independent, nonprofit research institute, and the
Defense Advanced Research Projects Agency ("DARPA"), a research and
development agency of the United States Department of Defense. This
product addresses the critical infrastructure needs highlighted by
President Biden's recently announced US$2.25 trillion plan to
overhaul and upgrade the infrastructure in the US (including
specifically US$20 billion for state, and local, governments to
modernise their energy systems contingent upon meeting
cybersecurity standards); and
Michael Locasto, Ph.D., Principal Investigator at SRI for the
DARPA funded Rapid Attack Detection, Isolation and Characterization
Systems ("RADICS") programme, has agreed to join Narf from next
month. Discussions with SRI about the ongoing development of TIGR
have commenced. Further details of the project can be found in an
article titled "Active forensics to defend against cyber grid
blackouts", dated April 28 2021 at https://www.sri.com/blog/ .
In addition to the agreement with Narf, the Company has also
secured an extension of the exclusivity period set out in the
Letter of Intent entered into on 6 October 2020 in relation to the
Company's possible acquisition of Swarm Industries Inc. and Swarm
Technologies Inc. (together "Polyswarm"), up to 30 September 2021.
Details on Polyswarm can be found from Page 28 onwards in the
Company's Listing Prospectus and at the Polyswarm website at
https://polyswarm.io/.
Robert Mitchell, Chairman of Cyba, said: "We are excited to be
working with Narf towards an RTO, which we believe will be
transformational for Cyba's shareholders. Since its inception in
2012, Narf has been providing cutting edge cyber security R&D
to the US Government and Industry. Over the last three years, Narf
has experienced strong growth while building a number of exciting
products and projects through its close relationships with the US
government, DARPA and other leading institutes in this sector. We
believe this, along with the SRI product now close to
commercialisation, is the perfect time to be completing the
acquisition at this stage of the Company's trajectory. It also
forms a great anchor for consolidation of other complementary cyber
security businesses in the US."
ENDS
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)20 7186
9030
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Catherine Leftley / St Brides Partners info@stbridespartners.co.uk
Frank Buhagiar Ltd
Financial PR
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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 globally. 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. Further information in respect of the Company and its
business interests is provided on the Company's website at
www.cybaplc.com
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
ACQEAFKFALFFEFA
(END) Dow Jones Newswires
June 21, 2021 07:43 ET (11:43 GMT)
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