PRESS RELEASE

Safe-T to Acquire NetNut Ltd., a Business Proxy Network Solution Provider

Apr 19, 2019

HERZLIYA, IsraelApril 10, 2019 /PRNewswire/ — Safe-T Group Ltd. (NASDAQ: SFET) (TASE: SFET), a provider of software-defined access solutions for the hybrid cloud, announced today that it has signed an agreement to acquire NetNut Ltd. (“NetNut”), an Israeli-based company focused on business proxy network solutions.

Safe-T will purchase the entire share capital of NetNut from its shareholders, and the assets required for NetNut’s ongoing operations from its parent corporation, in consideration of $9.7 million, which will be paid in a combination of equity and cash (approx. 40%-60% split, respectively). The consideration may include an additional earn-out payment in 2020, subject to the level of increase of NetNut’s revenues during 2019 compared to 2018. The closing of the transaction is subject to Safe-T’s shareholders’ approval and other closing conditions which are customary to such transactions. Further details of the agreement will be provided in a notice to shareholders, convening a shareholders meeting for approval of this transaction.

According to unaudited financial information provided to Safe-T, NetNut has shown significant growth in revenues from $0.8 million in 2017 (unaudited) to $2.2 million (unaudited) in 2018, has no debts or long-term liabilities, and comes with efficient operational expenses management.

NetNut provides expertise in the fast-growing market of cloud services, and is offering exclusive, wholly-owned global proxy network services based on a unique partnership model and technology with Internet Service Providers worldwide which are used by both cyber and web intelligence companies. NetNut complements Safe-T’s current services and has the potential to introduce opportunities in new markets and industries while increasing revenue and cash flow.

Safe-T also announced it has entered into definitive agreements with two U.S. institutional investors for an aggregate $6 million convertible loan which, primarily will be used by Safe-T to finance the cash portion of NetNut acquisition. The loan is for a term of 18 months, will bear interest at 8% per annum, and is convertible into 2,926,829 American Depositary Shares (ADSs) representing 117,073,160 of Safe-T’s ordinary shares at a conversion price of $2.05 per ADSs, subject to adjustment. Safe-T has also agreed to issue to the investors warrants to purchase up to 2,926,829 ADSs at an exercise price of $2.3575 per ADS, subject to adjustment, and to register the resale of the ADSs issuable upon conversion of the loan and exercise of the warrants with the U.S. Securities and Exchange Commission. The closing of the $5 millionportion of the loan is subject to Safe-T’s shareholders’ approval and other customary closing conditions.

The acquisition is aimed to allow Safe-T to offer its customers a cloud-based Software Defined Access service by combining its Software Defined Perimeter (SDP) technology with NetNut’s globally-located independent cloud-based service. With the ability to use an anonymous IP address, Safe-T’s customers are expected to further enhance security and control of all incoming access to internal services and outgoing web browsing.

Safe-T previously announced its intent to acquire a business proxy network solution company on January 29, 2019.

About Safe-T

Safe-T Group Ltd. (NASDAQ: SFET) (TASE: SFET), is a provider of software-defined access solutions which mitigate attacks on enterprises’ business-critical services and sensitive data. Safe-T solves the data access challenge by masking data at the perimeter, keeping information assets safe and limiting access only to authorized and intended entities in hybrid cloud environments. Safe-T enhances operational productivity, efficiency, security, and compliance by protecting organizations from data exfiltration, leakage, malware, ransomware, and fraud. With Safe-T’s patented, multi-layer software-defined access, financial services, healthcare, utility companies and governments can secure their data, services, and networks from internal and external data threats.

About NetNut Ltd.

NetNut Ltd. is a provider of secure business proxy network, enabling to route any HTTP/S requests through residential IPs. Based on the company proprietary routing technology and partnerships with ISPs globally, NetNut’s architecture is unique in its ability to provide residential IPs with one hop connectivity to the target site thus providing smooth and efficient traffic flow, with high speeds and low latency. With its exclusively controlled worldwide network, NetNut offers interruptions-free service with low fail rate, unlimited concurrent connections, instant scaling and simple integration. NetNut’s residential IP proxy network services enable multiple business use cases, such as online ad verification, retail price and inventory comparisons, content/application quality assurance (QA), network security penetration and load testing of websites/applications and other large-scale data mining and analysis.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements. For example, Safe-T is using forward-looking statements in this press release when it discusses the transaction with NetNut, that the consideration may include an additional earn-out payment in 2020, the closing of the NetNut transaction and closing conditions, convening a shareholders meeting for approval of the NetNut transaction, the closing of the convertible loan, the benefit of using NetNut’s web service, the contribution of the purchase to Safe-T’s penetration of new markets and reaching additional customers,  and that NetNut’s had unaudited revenues of $0.8 million in 2017 and $2.2 million in 2018 with streamlined operational expenses, which may suggest future revenues and cash burn rate trends. Because such statements deal with future events and are based on Safe-T’s current expectations and/or on information provided to Safe-T, they are subject to various risks and uncertainties and actual results, performance or achievements of Safe-T could differ materially from those described in or implied by the statements in this press release. The forward-looking statements contained or implied in this press release are subject to other risks and uncertainties, including those discussed under the heading “Risk Factors” in Safe-T’s annual report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on March 26, 2019, and in any subsequent filings with the SEC. Except as otherwise required by law, Safe-T undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. References and links to websites have been provided as a convenience, and the information.

By Karin Tamir  |
10/04/2019 |





Yehuda Halfon

Board Member

Mr. Yehuda Halfon has served on our board of directors since March 2016 and was appointed for a second three-year term as an external director in May 2019. Since 2009, Mr. Halfon has served as the chief executive officer at Cooperica property Ltd., which owns and manages a large geriatric center and other real estate properties in Israel. In addition, and since 2011, Mr. Halfon has served as the chief financial officer of Local Developing Germany GmbH, which owns a large portfolio of residential assets in Germany. Mr. Halfon holds a B.A. in Accounting & Economics from the Hebrew University in Jerusalem and an MBA from the Open University of Israel. Mr. Halfon is a certified CPA in Israel.

Moshe Tal

Moshe Tal

Board Member

Mr. Moshe Tal was appointed to our board of directors in May 2019, to serve as an external director. He serves as a partner with Shtainmetz Aminoach & Co. accounting, a CPA (Isr) Israeli Certified Public Accountant, Investment and Consulting firm. Mr. Tal is also a lecturer at the College of Management, Academic Studies and Department of Accounting at the Interdisciplinary Center in Herzliya. Mr. Tal served in the Israeli tax Authority for 13 years and has vast experience with tax regulations and laws, both in Israel and outside of Israel. Between 2011 and 2013 Mr. Tal served as a director of Dash Ipax Holdings Ltd. and from 2010 until 2018 as a director at Netz Group Ltd. Mr. Tal is a certified Israeli public accountant.

Lior Vider

Lior Vider

Board Member

Mr. Vider has over 15 years of experience in managing financial portfolios and investments, in organizations such as Ilanot Discount and Rakia Capital Markets. Mr. Vider is currently a Senior Investment Portfolio Manager at Epsilon Investment House Ltd., and in parallel is the founder, owner and manager of sponser.co.il, one of the leading financial portals specializing in services for investors. Mr. Vider is also an occasional contributor on capital markets and other economic issues in NRG.co.il, Calcala, Globes Business News, The Marker and the business section of The Jerusalem Post.

Eylon Jeda

Board Member

Mr. Eylon Geda has over 20 years of extensive investment experience. Prior to founding Beta Capital Management, a private consultancy firm in 2008, Mr. Geda held various positions in the fields of security research and investment management with several Israeli financial institutions. Mr. Geda holds an M.Sc degree in Finance and Accounting and a BA degree in Economics and Management Studies from Tel-Aviv University and he is a certified Financial Risk Manager (FRM) by GARP','Eylon Jeda



Yabing Wang

Advisory Board Member

Yabing Wang is the Deputy CISO at Carrier Corporation. She is responsible for security architecture and engineering for Identity and Access Management, as well as security technologies and tools for all cybersecurity domains. Yabing is also leading security strategies and executions including the Office of CISO and Program Management Office. Yabing has more than 20 years of extensive experience in technology and cybersecurity. She also has a track record of leading cybersecurity organizations, setting security strategies and delivering security capabilities to the enterprise. Yabing thrives to solve business problems, not technical problems, and partner with technology and business to make security as a differentiator and value-add for the business. Prior to Carrier, Yabing was the Vice President of Global Security at Alight Solutions and the Chief Security Architect at Allstate Insurance Company. Yabing also worked at Netscape Communications after she obtained her Master’s Degree in Computer Science from the University of Illinois at Urbana-Champaign.

Richard Greenberg, CISSP

Advisory Board Member

Richard is a well-known Cyber Security Leader and Evangelist, CISO, Advisor, and speaker. Richard brings over 30 years of management experience and has been a strategic and thought leader in IT and Information Security. His Project Management, Security Management and Operations, Policy, and Compliance experience has helped shape his broad perspective on creating and implementing Information Security Programs. Richard has been a CISO, Director of Surveillance and Information Systems, Chief of Security Operations, Director of IT, and Project Manager for various companies and agencies in the private and public sectors. Richard is an Information Systems Security Association (ISSA) Distinguished Fellow, and has received their Honor Roll designation. He has also been selected as a finalist for both the (ISC)2 Americas Information Security Leadership Award in the Senior Information Security Professional category and the Los Angeles Business Journal CIO of the Year in Security. Richard serves on the OWASP Global Board of Directors, leads the OWASP LA Chapter, and has been Co-Chair of the highly successful AppSec California conferences. Richard also is President of the Information Systems Security Association Los Angeles Chapter and is Chair of their widely recognized annual Security Summit and CISO Forum.

 





Chen Katz

Chairman of the Board

Chen Katz is the Chairman of the Board of Directors of Safe-T. Mr. Katz is the CEO of TechnoPlus Ventures Ltd., an independent investment company based in Israel, commenced its investment activities in 1997 and has been traded on the Tel-Aviv Stock Exchange (TASE: TNPV) since 1999. Mr. Katz has over 18 years of experience in identifying, deal structuring, executing and managing investments in companies and ventures of all maturity levels as well as fundraising, private placements, IPOs, PIPEs, Rights Offerings and M&A transactions. Mr. Katz currently serves as the Chairman of the board of Nanomedic Technologies Ltd. and Nicast Ltd. and serves as a director in Aminach Furniture and Mattresses Industry Ltd., CompuLap Ltd., and RapiDx Ltd. Mr. Katz also served on the board of directors of D-Led Illumination Technologies Ltd. and Shekel Scales (2008) Ltd. Mr. Katz holds a European Master in Law and Economics (EMLE) from the Complutense University of Madrid and an LL.B. from the University of Haifa, both magna cum laude.

Amir Mizhar

Founder - President & Chief Software Architect

Amir Mizhar is the Chief Software Architect of Safe-T and leads the company's vision, research and development, delivering the industry’s best enterprise security solutions, while streamlining security into critical business workflows. Prior to founding Safe-T, Amir founded and led eTouchware, acting as Chief Software Architect for an innovative file sharing system with over 500,000 users. As founder and CEO of M-Technologies, Amir led the vision and creation of online collaboration tools, and online merchandising systems for retail markets. Developing commercial software programs since the age of 13, Amir is an expert ethical hacker and currently holds multiple patents in the area of data transfer over communication networks.

Eitan Bremler

Co-Founder & VP Products and Technology

Eitan Bremler is responsible for overall global Marketing and Product Management activities of Safe-T, including product strategy and roadmap, product marketing, positioning, and go-to-market. In addition, Eitan is responsible for working with Safe-T’s strategic customers and technology partners, leading the technology relationships with the company’s service providers, OEM, and business development partners. Eitan brings to Safe-T more than 15 years’ experience in marketing, product marketing and product management roles. Prior to joining Safe-T, he held multiple product management and product marketing positions at Radware and Radvision, an Avaya company.

Shai Avnit

Chief Financial Officer

Shai Avnit leads Safe-T’s regulatory, corporate governance, and all financials affairs including taxation, accounting, budgeting, cashflows and financing. He has extensive experience in managing financial, operational, administrative, and regulatory affairs in companies within the medical device, consumer electronics and software fields. He served as CFO and other leading financial positions in several hi-tech companies, both public and private, Including Card Guard Scientific Survival (currently LifeWatch), Valor Computerized Systems, ProSight, BriefCam and others. He holds a B.A. in Accounting & Economics as well as an M.B.A. with majors in Finance & Marketing, both from Tel Aviv University.

Dafna Lipowicz

VP of Human Resources

In her role, Dafna leads all HR activities at Safe-T, including: partnering with management team to advance and support the company vision and strategy, developing strategic HR plans and policies (training, compensation and benefits, etc.), organizational and managers development, recruitment and welfare. Dafna brings to Safe-T more than 17 years of experience in various HR managerial roles, in global and complex organizations as well as in growing start-ups (such as SanDisk, Logic Industries and Mantis Vision), specializing in establishing and leading HR departments, initiating and building organizational development, according to company strategy, management consultant, talent management and recruitment. Dafna holds both an LLB and an MA in Labor Studies from Tel Aviv University. She is also a certified mediator and group facilitator.

Hagit Gal, Adv.

Legal Counsel

Hagit leads Safe-T’s legal and compliance activity, providing ongoing legal advice regarding corporate and commercial matters. Hagit brings with her extensive experience from her role at B.S.D. Crown Ltd. (LSE: BSD – formerly, Emblaze Ltd.). At B.S.D., Hagit led several corporate transactions, including mergers and acquisitions, fundraising, IPOs and other equity related offerings of both publicly and privately held companies with an emphasis on the tech sector. In addition, Hagit was responsible for the direction of corporate governance practices and regulatory compliance, structure, negotiation and drafting of commercial agreements, intellectual property, human resources and payroll, investor relations and more. She holds a Bachelor of Laws (LL.B) with a major in Commercial and Civil Law from The Academic Center of Law and Science.

Marcio Lempert

Advisory Board Chairman

Over the last 25 years, Marcio Lempert has held top management positions (CEO, SVP, Managing Director, Sales Operations) in hi-tech companies all over the world. Marcio has proven the ability to turnaround, grow profitable business and lead various hi-tech disciplines: Sales, Marketing, R&D, PM, Support, Finance and Operations.Marcio has managed sales & operations for a wide range of products and technologies, such as networking, enterprise software and cyber/IT security.During his last position at Finjan Software Security, Marcio was instrumental in leading the acquisition of the company by M86 Security and subsequently the acquisition by Trustwave in 2012.After 2012, Marcio has been involved in social projects as a volunteer and mentor at several non-for-profit organizations and later served in the position of CEO of Dualis – a Social Investment Fund whose vision is the promotion of social impact through for-profit social businesses.

Eran Ziv

Advisory Board Member

Eran Ziv has 30 years of high-tech and IT/telecom industry sales, marketing and management experience. He is the founder and CEO of SecurityDAM. A RAD Group company, involved in cloud security solutions. Prior to that, he served as the President of International Systems Division at Enablence Technologies Inc. and CEO and President of Teledata Networks Ltd. Organizations dealing with NGN (New Generation Network) solutions for the wired Telco markets. Eran was appointed as Teledata Networks Ltd. CEO and President in 2006, leading an intensive turnaround, resulting of successful accusation by Enablence Technologies Inc. in 2010. Prior to that, He served as President of Allot Communications Ltd. leading the company from early stage startup to a profitable NAZDAQ IPO organization. Eran joined Allot from his previous position as Vice President of Sales and Marketing for VocalTec Ltd. Prior to that, he served as the President and Chief Executive Officer of RADLINX (a RAD Group company), which was acquired by VocalTec in 1997. Before joining RADLINX, he held senior sales and marketing positions at Lannet Ltd. and Bynet Ltd. Eran holds a B.Sc. from the Technion – Israel Institute of Technology.

Avi Rubinstein

Chief Business Officer

Avi is the Chief Business Officer at Safe-T. Prior to joining Safe-T, Avi co-founded Inpedio and served as its CEO between 2016 and 2019. After serving as co-founder of Ectel, GM Ectel US Inc., he led Ectel’s IPO in Nasdaq in 1999 and was the co-founder of StorWiz in 2004, which was acquired by IBM in 2010. He also was the co-founder and CEO of VideoCodes in 2004, which was acquired by Thompson in 2008. In addition, Avi participated in the 2014-2015 turn-around of Nice Intelligence Division (Ticker NICE) which transformed it into a Cyber player and was acquired by Elbit in 2015. Avi also served as advisory board member in Safe-T and CyberX (Cyber defense for Critical infrastructure).

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Shachar Daniel

Co-founder and CEO

Shachar Daniel is the CEO at Safe-T and one of its co-founders. In his role, he is responsible for the overall vision, company strategy, day-to-day operations, and for growing Safe-T’s business and presence around the world. Shachar brings to Safe-T more than 14 years of experience in various managerial and business roles. Prior to founding Safe-T, he was program manager at Prime-sense, head of operations for project managers at Logic and project manager at Elbit Systems. He is an experienced manager with a passion and high commitment for project delivery. Shachar holds an Executive MBA from The Hebrew University, an MBA from The College of Management Academic Studies in Israel and a B.Sc. in Industrial Engineering from The Holon Institute Technology.