Symon Holdings Corporation (Symon Communications), a leading global
provider of intelligent visual solutions, and SCG Financial
Acquisition Corp. (NASDAQ: SCGQ) (OTCBB: SCGQU) (OTCBB: SCGQW)
(SCG), a special purpose acquisition company, today announced that
Symon Communications will combine with SCG pursuant to an Agreement
and Plan of Merger. This agreement follows SCG's previous
announcement of its Agreement and Plan of Merger with Reach Media
Group Holdings, Inc. (RMG Networks).
Symon Communications Highlights
- Global provider of digital signage solutions and
enterprise-class media applications
- Offers customers complete one-stop digital signage
solutions
- Provides comprehensive end-to-end solutions that integrate
seamlessly with customers' IT infrastructures and data and security
environments
- Symon Communications' solutions are relied upon by over 70
percent of the North American Fortune 100 companies
- 30 plus years of profitability
Gregory H. Sachs, SCG's Chairman, Chief Executive Officer and
President, stated, "We are excited about the combination of Symon
Communications with RMG Networks. This is a key milestone in
creating a global leader in intelligent visual communications."
The boards of directors of SCG and Symon Communications have
each approved the proposed transaction. Completion of the
transaction is expected late in the first quarter or early in the
second quarter of 2013 following SCG's acquisition of RMG Networks,
which is a condition to the consummation of the acquisition of
Symon Communications.
Upon completion of the transaction, Symon Communications will be
combined under SCG with RMG Networks creating a comprehensive
platform for providing end-to-end intelligent visual communications
solutions. The combined company will be re-branded under the RMG
Networks name. Current Symon Communications CEO Charles Ansley, who
will continue to run the Symon Enterprise Solutions business unit,
said, "The Symon team is looking forward to our combined future
with RMG Networks, and we believe the resulting company will be
able to provide even more powerful and extensive solutions to our
customers globally."
Garry McGuire, current CEO of RMG Networks and who will be CEO
of the combined companies said, "Symon Communications is a revered
member of the digital signage industry and has been providing
signage products for decades. Joining forces with Symon will create
a comprehensive platform for end-to-end intelligent visual
solutions for our customers."
SCG today announced that its previously announced tender offer,
as amended, has been extended until 5:00 p.m. Eastern Time on March
21, 2013, unless otherwise terminated or further extended. The
tender offer was previously scheduled to expire at 5:00 p.m.
Eastern Time on March 11, 2013.
SCG is being advised by Lazard Freres & Co LLC. Legal
counsel to SCG is Greenberg Traurig, LLP. Legal counsel to Symon
Communications is Kirkland & Ellis LLP.
About Symon Communications Symon
Communications helps organizations engage, inform and influence
their audiences through intelligent visual solutions. As the global
leader in enterprise-class media applications, Symon Communications
powers more than one million digital signs and displays, delivering
real-time information, insight and relevant content for critical
contact center, supply chain, employee communications, hospitality,
retail and other public-facing applications. Symon Communications
gives customers a single point of accountability for all visual
communication implementations, along with a state-of-the-art, fully
integrated and proven content management system. Founded in 1980,
the company is headquartered in Plano, Texas, with international
operations located in Hemel Hempstead, U.K., and additional offices
in Las Vegas, Nev., St. Peters, Mo., Pittsford, N.Y., Dubai,
U.A.E., and New Delhi, India. Additional information is at
www.symon.com.
About SCG Financial Acquisition Corp.
SCG Financial Acquisition Corp. is a special purpose acquisition
company formed for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition, stock purchase,
reorganization, exchangeable share transaction or other similar
business transaction, one or more operating businesses or assets.
SCG was incorporated in Delaware on January 5, 2011. Its securities
are quoted on the NASDAQ Capital Market (ticker: SCGQ) and the OTC
Bulletin Board (tickers: SCGQU and SCGQW).
NO ASSURANCES
There can be no assurance that the transaction will be
completed, nor can there be any assurance, if the transaction is
completed, that the potential benefits of combining the companies
will be realized. The description of the transaction contained
herein is only a summary and is qualified in its entirety by
reference to the definitive agreements relating to the transaction,
copies of which will be filed by SCG with the SEC as an exhibit to
a Current Report on Form 8-K.
FORWARD LOOKING STATEMENTS
In addition to historical information, this press release may
contain a number of "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. Words such as
"anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "predict," "potential" and
"should," as they relate to SCG are intended to identify these
forward-looking statements. Forward-looking statements are not
guarantees of future performance and are subject to risks,
uncertainties and other factors (many of which are beyond SCG's
control) that could cause actual results to differ materially from
future results expressed or implied by such forward-looking
statements. SCG's future results may differ materially from those
expressed in these forward-looking statements. These risks,
uncertainties and other important factors include, but are not
limited to, (i) the statements set forth under the subheading
"Risks Related to the Business of Symon" in Item 7.01 of the
Current Report on Form 8-K filed with the Securities and Exchange
Commission (the "SEC") on March 1, 2013; (ii) the statements set
forth under "Risk Factors" that are more fully discussed in the
offer to purchase filed with the SEC in connection with SCG's
proposed transaction with Reach Media Group Holdings, Inc., a
Delaware corporation ("RMG"), and (iii) the following: the risk
that governmental and regulatory review of the tender offer
documents may delay the proposed transaction with RMG or result in
the inability of the proposed transaction with RMG to be
consummated by April 12, 2013; costs of the proposed transaction
with RMG or of the proposed transaction with Symon Holdings
Corporation, a Delaware corporation ("Symon Holdings"), described
herein; success in retaining or recruiting, or changes required in,
management and other key personnel following the proposed
transactions with RMG and/or Symon Holdings; listing or de-listing
of the shares of common stock, par value $0.0001 per share, of SCG
(the "SCG Common Shares") from the Nasdaq Capital Market; the
potential liquidity and trading of SCG's securities; RMG's history
of incurring significant net losses and limited operating history;
the competitive environment in the advertising market in which RMG
operates; the risk that a condition to consummation of the proposed
transactions with RMG or Symon Holdings may not be satisfied or
waived; the risk that the anticipated benefits of the proposed
transactions with RMG or Symon Holdings may not be fully realized
or may take longer to realize than expected; the risk that any
projections, including earnings, revenues, expenses, margins or any
other financial items are not realized; the risk that the
businesses of SCG and RMG or Symon Holdings will not be integrated
successfully; changing legislation and regulatory environments;
business development activities of RMG or Symon Holdings following
the consummation of the proposed transactions, including RMG's and
Symon Holdings's ability to contract with, and retain, customers
and airline partners on attractive terms; the effect of actions by
the U.S. Federal Reserve and the U.S. Treasury on the liquidity of
the capital markets; the general volatility of the market price of
the SCG Common Shares; risks and costs associated with regulation
of corporate governance and disclosure standards (including
pursuant to Section 404 of the Sarbanes-Oxley Act); and general
economic conditions.
IMPORTANT INFORMATION ABOUT THE TENDER OFFER
SCG is in the process of conducting a tender offer (the "Tender
Offer") with respect to the issued and outstanding SCG Common
Shares issued as part of the units in SCG's initial public offering
(such SCG Common Shares, the "Public Shares"), as described in a
tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) on Schedule TO
that SCG has filed with the SEC. Nothing contained herein is an
offer to buy or a solicitation of an offer to sell securities. As
of February 28, 2013, 26,450 Public Shares have been tendered and
not withdrawn.
Contacts Investor: Michelle Sibley 312-784-3952
msibley@sachscapitalgroup.com Media: Shawn Roberts 415-305-6456
shawn.roberts@tallgrasspr.com
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