RMG Networks Announces Extension of Expiration Date and Waiver of
Minimum Tender Condition for Its Warrant Exchange Offer
DALLAS, TX--(Marketwired - Mar 20, 2014) - RMG Networks Holding
Corporation, or RMG Networks (NASDAQ: RMGN), a leading provider of
technology-driven video advertising and visual communications
solutions, today announced the extension of the offering period for
its previously announced exchange offer for its 13,066,666
outstanding warrants. The Offer has been extended until 11:59 p.m.
Eastern Time on Wednesday, March 26, 2014. The Company also
announced that it has elected to waive the condition to the offer
that at least 65% of the outstanding public warrants be tendered in
the offer.
The offer was previously scheduled to expire at 5:00 p.m., New
York City time, on March 19, 2014. Tenders of the Warrants must be
made prior to the expiration of the offer and may be withdrawn at
any time prior to the expiration of the offer. As of 5:00 p.m.
Eastern Time on March 19, 2014, 3,494,015 warrants had been
tendered and not properly withdrawn pursuant to the exchange offer,
which represented approximately 44% of the 8,000,000 outstanding
public warrants (and approximately 27% of the total number of
outstanding warrants, including 5,066,666 sponsor warrants).
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 have been distributed to the holders of the
warrants. Except as described herein, other terms of the offer
remain unchanged. No further action is required to be taken by
holders who have already tendered warrants in 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 has been 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) helps brands and organizations
communicate more effectively using location-based video networks.
The company connects brands with target audiences using video
advertising networks comprised of over 200,000 display screens,
reaching over 100 million consumers each month. The company also
builds enterprise video networks that empower organizations to
visualize critical data to better run their business. RMG Networks
works with over 70% of the Fortune 100. 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 STATEMENTS
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 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 for Exchange Offer Morrow & Co, LLC (800) 662-5200
Email Contact Investor Relations LHA Carolyn M. Capaccio
(212) 838-3777 Email Contact Media TallGrass Public
Relations Shawn Roberts (415) 305-6456 Email Contact
Rmg Networks Holding Corp. (delisted) (NASDAQ:RMGN)
Historical Stock Chart
From Oct 2024 to Nov 2024
Rmg Networks Holding Corp. (delisted) (NASDAQ:RMGN)
Historical Stock Chart
From Nov 2023 to Nov 2024
