SCG Financial Acquisition Corp. Announces Successful Completion of Its Business Combination With Reach Media Group Holdings, ...
April 08 2013 - 6:56PM
Marketwired
SCG Financial Acquisition Corp. (NASDAQ: SCGQ) (OTCBB: SCGQU)
(OTCBB: SCGQW) (SCG), announced today it has successfully completed
its business combination with Reach Media Group Holdings, Inc. (RMG
Networks), a leading digital signage media and technology company.
Going forward, SCG will do business as "RMG Networks."
"RMG Networks CEO Garry K. McGuire and I are very excited about
this new business combination. Our goal is to become a premier
platform for providing customers and partners intelligent visual
communications solutions and we will move swiftly to capture
opportunities in this highly fragmented space," said Gregory H.
Sachs, Chairman and CEO of SCG. "In particular, RMG is
well-positioned to capitalize on its existing leadership position
in the fast-expanding out-of-home digital signage advertising
market."
"Our strong positions in the air-travel and shopping mall
out-of-home advertising markets give RMG Networks a strong platform
for growth," said Mr. McGuire. "We believe this combination
presents a significant opportunity for RMG and marks the start of
an expanded business strategy to extend our footprint through
organic growth, acquisitions and entry into adjacent markets. I
look forward to working with Gregory and our entire team to build
an exciting future for RMG Networks and its employees, customers
and partners."
It is expected that beginning on Wednesday, April 10, 2013, the
stock ticker symbol for shares of SCG common stock will change from
"SCGQ" to "RMGN." SCG anticipates that payments to holders of its
shares of common stock that tendered their shares will be made
promptly following the closing of the business combination. SCG
currently anticipates consummating the acquisition of Symon
Holdings Corporation in the near term.
Lazard Frères & Co LLC is acting as exclusive financial
advisor to SCG and legal counsel to SCG is Greenberg Traurig, LLP.
Barclays is acting as exclusive financial advisor to RMG Networks
and legal counsel to RMG Networks is Fenwick & West LLP.
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).
About RMG Networks RMG Networks is a
leader in the digital place-based advertising industry. The company
operates the largest digital media advertising network in the air
travel space with more than 120,000 in-flight media screens, 2,200
aircraft and an audience of more than 35 million passengers per
month. Its Mall Media advertising business reaches over 62 million
monthly viewers in 161 US shopping malls across the United States.
RMG networks works with leading global brands and their advertising
agencies in industries such as consumer electronics, automotive,
financial services and technology, to engage with elusive audience
segments. The company is based in San Francisco, CA and operates
offices in New York, Detroit, Chicago, Los Angeles, and Beijing,
China. For more information visit www.rmgnetworks.com.
FORWARD LOOKING STATEMENTS
This press release may include "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as "anticipate," "expect," "estimate," "project," "intend,"
"plan," "believe," and words and terms of similar substance used in
connection with any discussion of future plans, actions, or events
identify forward-looking statements. Investors are cautioned that
such forward-looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of SCG, RMG Networks and the combined companies are
based on current expectations that are subject to risks and
uncertainties.
A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward-looking
statements. These factors include, but are not limited to: (1) the
outcome of any legal proceedings that may be instituted against
SCG, RMG Networks or others relating to the business combination
and the transactions contemplated thereby; (2) the risk that the
completed transaction disrupts current plans and operations as a
result of the announcement and consummation of the transactions
described herein; (3) the ability to recognize the anticipated
benefits of the business combination; (4) costs related to the
business combination; (5) changes in applicable laws or
regulations; (6) the possibility that RMG Networks may be adversely
affected by other economic, business and/or competitive factors;
(7) the ability to integrate RMG Networks' business and operations;
(8) the anticipated growth and growth strategies; (9) the need for
additional capital and the availability of financing; (10) the
combined company's ability to successfully manage relationships
with customers, partners and other important relationships; (11)
the combined company's ability to integrate the management team and
employees; (12) the loss of key personnel or expenditure of a
greater amount of resources attracting, retaining and motivating
key personnel than in the past; (13) the compatibility of business
cultures; (14) technological changes; (15) demand for the combined
company's products and services and (16) other risks and
uncertainties indicated from time to time in filings with the SEC
by SCG.
Additional risks and uncertainties are identified and discussed
in SCG's reports filed with the SEC and available at the SEC's
website at www.sec.gov. Forward-looking statements included in this
press release speak only as of the date of this press release. SCG
undertakes no obligation to update its forward-looking statements
to reflect events or circumstances after the date of this press
release unless required by applicable law.
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Contacts Investor: Michelle Sibley 312-784-3952
msibley@sachscapitalgroup.com Media: Shawn Roberts 415-305-6456
shawn.roberts@tallgrasspr.com
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