Roomlinx, Inc. (RMLX) and Signal Point Holdings Corp. Sign
Agreement and Plan of Merger
DENVER, CO and NEW YORK,
NY --(Marketwired - March 18, 2014) -
Roomlinx, Inc. (OTCQB: RMLX), an
innovative developer of media networks and interactive TV (iTV)
applications for the hospitality industry, and Signal Point
Holdings Corp. (Signal Point), owner and operator of two wholly
owned subsidiaries: SignalPoint Communications and SignalShare Inc.
jointly announced they have entered into an agreement and plan of
merger. Under the terms of the merger agreement, a
newly-formed, wholly-owned subsidiary of Roomlinx will merge with
and into Signal Point, which will continue in existence as the
surviving entity. Roomlinx will change its name to "SignalShare,
Inc.," assume certain obligations of Signal Point, and transfer
substantially all of its assets and liabilities into a
newly-formed, wholly-owned subsidiary named "SignalShare
Hospitality, Inc."
SignalPoint Communications is a prominent provider of small
cell, fixed, wired and wireless broadband services to commercial
customers in the United States. The company provides customers
wireless network access by transmitting data over multiple radio
spectrums. Its service supports on-demand and redundant
Internet, virtual private networks, disaster recovery, data
bundling, and voice and video
services. www.signalpointcommunications.com
SignalShare Inc. designs, builds, and supports high capacity
WiFi networks for stadiums, arenas, music festivals, convention
centers, and sporting events for massive
audiences. SignalShare is the creator and distributor of
Live-Fi, a proprietary mobile media engagement
platform. www.signalshare.com
"The synergies created by combining the businesses are very
exciting. This is a rare combination where one plus one truly
equals three. There are resources available on both sides that will
enable us to overlap in both the near and the long term which
should enhance performance, reduce costs, and significantly
increase revenues," said Michael Wasik, Chairman & CEO of
Roomlinx.
Immediately prior to the merger, Roomlinx will implement a
reverse split of its common stock utilizing a ratio resulting in
Roomlinx having 600,000 shares of outstanding common stock. At
the closing of the merger, Roomlinx shareholders will be issued
approximately 12 million additional new restricted shares and will
own in total 9% of the new SignalShare, Inc., Roomlinx's secured
lender will be issued approximately 7 million new restricted shares
and will own 5% of the new SignalShare, Inc. and the current owners
of Signal Point will be issued 120 million new restricted shares
and will own 86% of the new SignalShare, Inc. Signal Point will
also make a cash contribution of $1,000,000 to Roomlinx at the time
of closing of the merger.
"The combination of Signal Point and Roomlinx uniquely positions
the newly named company, SignalShare to be a leader and innovator
in the Wi-Fi space. We believe that the digital content delivery
capabilities of SignalShare's Live-Fi platform will be further
enhanced by Roomlinx's in-room delivery capabilities. These growing
networks consist of some of the top venues, stadiums, arenas, music
festivals, hotels and convention centers in the U.S. We will be
able to provide sponsors and content owners access to over 50
million unique users immediately. Our new Mobile Media Engagement
platform (Live-Fi) will provide a unique content monetization
experience, supported by data capture and analytics. Our ability to
now provide a controlled and integrated digital experience across
any device from digital signage to in-room TV to mobile devices
will provide an experience for both the user and content provider
that we believe is unmatched in the market place. The new
SignalShare will be able to leverage these unique users for data
analytics and other revenue generating opportunities, and will help
build significant shareholder value," said Robert DePalo,
Chairman & CEO of Signal Point.
At the closing of the merger, Aaron Dobrinsky, the President of
SignalPoint Communications, will become the Chief Executive Officer
and a director of the new SignalShare, Inc., and Christopher
Broderick, the Chief Operating Officer of SignalPoint
Communications, will become the Chief Operating Officer and a
director of the new SignalShare, Inc.
The merger agreement and the transactions contemplated
thereunder are subject to various conditions, including completion
of the reverse split of Roomlinx's common stock, Roomlinx's entry
into a debt restructuring agreement with its secured lender,
conversion of certain debts of Signal Point into equity, and
customary conditions, including stockholder approval at both
companies. The merger is expected to close in the first week
of April 2014.
About Roomlinx
Headquartered in Broomfield, Colorado, Roomlinx, Inc. develops
interactive TV applications for the hospitality industry, serving
hoteliers in the United States, Canada and selected global markets.
Roomlinx delivers world-class in-room entertainment technology,
allowing hotel guests to enjoy the best of HD TV, the Internet, PC
functionality and Video on Demand. For more information, visit
www.roomlinx.com.
About Signal Point Holdings Corp.
Headquartered in New York, Signal Point Holdings Corp. owns and
operates two wholly-owned subsidiaries: SignalPoint Communications
and SignalShare Inc.
SignalPoint Communications is a prominent provider of small
cell, fixed, wired and wireless broadband services to commercial
customers in the United States. The company provides customers
wireless network access by transmitting data over multiple radio
spectrums. Its service supports on-demand and redundant
Internet, virtual private networks, disaster recovery, data
bundling, and voice and video
services. www.signalpointcommunications.com
SignalShare Inc. designs, builds, and supports high capacity
WiFi networks for stadiums, arenas, music festivals, convention
centers, and sporting events for massive
audiences. SignalShare is the creator and distributor of
Live-Fi, a proprietary mobile media engagement
platform. www.signalshare.com
Safe Harbor Cautionary Statement
This news release may contain forward-looking statements within
the meaning of the federal securities laws. Statements regarding
future events, developments, future performance, as well as
management's expectations, beliefs, intentions, plans, estimates or
projections relating to the future are forward-looking statements
within the meaning of these laws. These forward-looking statements
are subject to a number of risks and uncertainties, some of which
are outlined below. As a result, actual results may vary materially
from those anticipated by the forward-looking statements. Among the
important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements
are: the merged entity's successful implementation of new products
and services (either generally or with specific key customers), the
merged entity's ability to satisfy the contractual terms of key
customer contracts, demand for the new products and services, the
merged entity's ability to successfully compete against competitors
offering similar products and services, general economic and
business conditions; unexpected changes in technologies and
technological advances; ability to commercialize and manufacture
products; results of experimental studies research and development
activities; changes in, or failure to comply with, governmental
regulations; the ability to obtain adequate financing in the
future; the merged entity's ability to establish and maintain
strategic relationships, including the risk that key customer
contracts may be terminated before their full term; the possibility
of product-related liabilities; the merged entity's ability to
attract and retain qualified personnel; the merged entity's ability
to maintain its intellectual property rights and litigation
involving intellectual property rights; risks related to
third-party suppliers; the merged entity's ability to obtain, use
or successfully integrate third-party licensed technology; breach
of the merged entity's security by third parties; risks related to
the merger not closing for any reason and the potential effects on
customers, suppliers and other stakeholders, including Company
creditors; and the risk factors detailed from time to time in the
merged entity's reports filed with the Securities and Exchange
Commission, including the Current Report on Form 8-K and the
Preliminary Proxy Statement filed by Roomlinx with the Securities
and Exchange Commission on or about March 17, 2014 available
through the web site maintained by the Securities and Exchange
Commission at www.sec.gov. Roomlinx undertakes no obligation to
update publicly any forward-looking statement, whether as a result
of new information, future events or otherwise.
Contact: Christina Ewoldt Roomlinx, Inc.
cewoltd@roomlinx.com
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