RMG Networks Announces Commencement and Updated Expiration Date of
Previously Announced Warrant Exchange Offer and Consent
Solicitation
DALLAS, TX--(Marketwired - Feb 18, 2014) - RMG Networks
Holding Corporation, or RMG Networks (NASDAQ: RMGN), a leading
provider of technology-driven video advertising and visual
communications solutions, today announced that it has commenced its
previously announced offer to exchange one share of its common
stock for every eight outstanding warrants of the Company tendered
by the holder for exchange pursuant to the offer. The warrants
currently trade under the symbol RMGNW on the OTC Bulletin
Board.
Concurrently with the offer, the Company is also soliciting
consents from holders of public warrants to amend the Warrant
Agreement governing all of the warrants to permit the Company to
require that all outstanding public warrants be converted into
shares of Company common stock at the same eight-to-one ratio
applicable to the offer.
The offer is open to holders of all warrants issued by RMG
Networks; however, the holders of the Company's 5,066,666
outstanding sponsor warrants have indicated to the Company that
they do not intend to participate in the offer. Warrant holders may
exchange less than all of their warrants. In lieu of issuing
fractional shares to which any holder of warrants would otherwise
have been entitled, the Company will round the number of common
shares to which such holder is entitled, after aggregating all such
fractional shares of such holder, up to the next whole number of
common shares.
The warrant exchange offer will be open for at least twenty
business days starting on February 18, 2014, and is scheduled to
expire on March 19, 2014, at 5:00 p.m. Eastern Time, unless
extended or earlier terminated by the Company.
The terms and conditions of the offer and the consent
solicitation are set forth in the Offer Letter and Consent
Solicitation, the Letter of Transmittal and the other related
offering materials that are being distributed to the holders of the
warrants. To participate in the offer, holders must tender their
warrants in accordance with the instructions included in the
offering materials prior to the expiration of the offer.
A copy of the offering materials for the Warrant Exchange and
Consent Solicitation offer may be obtained from Morrow & Co,
LLC, the information agent for the offer. Please contact the
information agent with any questions regarding the offer at (800)
662-5200 or rmgn.info@morrowco.com.
No Offer or Solicitation
This announcement is for informational purposes only and does
not constitute an offer to purchase nor a solicitation of an offer
to tender any Warrants. The solicitation of offers to tender
Warrants in exchange for shares has been made pursuant to the
Second Amended and Restated Offer Letter and Consent Solicitation
filed with the Securities and Exchange Commission ("SEC") on
February 18, 2014, as it may be amended or supplemented, the
related Letter of Transmittal and other related documents that RMG
Networks is sending to its warrant holders.
Important Additional Information Has Been and Will Be Filed
with the SEC
This press release and the description contained herein are for
informational purposes only and are not an offer to purchase or a
solicitation of an offer to sell securities of the Company. The
offer to exchange common stock for public warrants referenced in
this press release has been made pursuant to a Tender Offer
Statement on Schedule TO, as amended, which includes the Second
Amended and Restated Offer Letter and Consent Solicitation and
other important information (the "Tender Offer Statement"), that
RMG Networks filed with the Securities and Exchange Commission. The
Offer Letter and Consent Solicitation will be mailed to warrant
holders of record (including holders of the Company's units) and
will also be made available for distribution to beneficial owners
of warrants and units of the Company. The solicitation of offers to
exchange warrants for shares of the Company's common stock will
only be made pursuant to the Offer Letter. Warrant holders are
advised to read the Offer Letter and the other information included
in the Tender Offer Statement, as they will contain important
information about the exchange offer and proposed warrant exchange.
Security holders can obtain these documents when they are filed and
become available free of charge from the SEC's website at
www.sec.gov. In addition, copies of these documents and other
filings containing information about the Company may be obtained,
if and when available, without charge, by directing a request to
Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902, or by
calling 800-662-5200.
ABOUT RMG NETWORKS
RMG Networks (NASDAQ: RMGN) is a leading global provider of
technology-driven video advertising and visual communications
solutions. The company delivers digital signage media
solutions for corporate networks, consumer networks, and
advertising networks, including solutions to over 70% of Fortune
100 companies. RMG Networks operates an Advertising Media business
unit that sells digital video advertising across a network of over
200,000 display screens, reaching 100 million consumers each month.
RMG Networks also operates an Enterprise Solutions business unit
that provides digital signage data visualization solutions for a
variety of application areas including contact centers, supply
chain, employee communications, hospitality, higher education,
financial services, healthcare and retail. The company is
headquartered in Dallas, Texas with offices in the United States,
United Kingdom, China, India, Singapore, Brazil and the U.A.E. For
more information, visit http://www.rmgnetworks.com.
FORWARD LOOKING STATEMENT
This press release may contain "forward-looking statements"
within the meaning of the safe harbor provisions of the U.S.
Private Securities Litigation Reform Act of 1995. Forward-looking
statements can be identified by words such as: "anticipate,"
"intend," "plan," "goal," "seek," "believe," "project," "estimate,"
"expect," "strategy," "future," "likely," "may," "should," "will"
and similar references to future periods.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
our current beliefs, expectations and assumptions regarding the
future of our business, future plans and strategies, projections,
anticipated events and trends, the economy and other future
conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and many of
which are outside of our control. Our actual results and financial
condition may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any
of these forward-looking statements. Important factors that could
cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements
include, among others, the following: the company's success in
retaining or recruiting, or changes required in, its management and
other key personnel; the limited liquidity and trading volume of
the company's securities; Reach Media Group's ("RMG") history of
incurring significant net losses and limited operating history; the
competitive environment in the advertising markets in which the
company operates; the risk that the anticipated benefits of the
combination of RMG or Symon Holdings Corporation, or of other
acquisitions that the company may complete, may not be fully
realized; the risk that any projections, including earnings,
revenues, margins or any other financial items are not realized;
changing legislation and regulatory environments; business
development activities, including the company's ability to contract
with, and retain, customers on attractive terms; the general
volatility of the market price of the company's common stock; 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.
Any forward-looking statement made by us in this press release
is based only on information currently available to us and speaks
only as of the date on which it is made. We undertake no obligation
to publicly update any forward-looking statement, whether written
or oral, that may be made from time to time, whether as a result of
new information, future developments or otherwise.
Contact: For RMG Networks Holding Corporation Information
Agent Morrow & Co, LLC (800) 662-5200 Email Contact
Investor Relations Carolyn M. Capaccio (212) 838-3777
Email Contact Media TallGrass Public Relations Shawn
Roberts (415) 305-6456 Email Contact
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