DALLAS, April 03, 2018 (GLOBE NEWSWIRE) -- RMG Networks Holding Corporation (NASDAQ:RMGN), or RMG, a global leader in technology-driven visual communications, and SCG Digital, LLC, announced today the execution of a definitive merger agreement pursuant to which SCG Digital, LLC, an affiliate of Mr. Gregory Sachs, RMG’s Executive Chairman, will acquire RMG in a transaction valued at approximately $16.8 million, including the assumption of approximately $2.65 million of debt.

Under the terms of the merger agreement, RMG stockholders will receive $1.27 in cash for each share of RMG’s common stock they hold.

The board of directors of RMG, on the recommendation of a special committee of the board comprised entirely of independent directors, has approved the merger agreement and has resolved to recommend that RMG’s shareholders adopt the agreement.

Mr. Gregory H. Sachs and certain entities related to Mr. Sachs have reached agreements to vote their shares in favor of the transaction.

Upon receipt of stockholder approval, as well as satisfaction of other closing conditions, the transaction is expected to be completed in the second quarter of 2018.

Under the terms of the merger agreement, the board of directors of RMG, through its special committee and with the assistance of Carl Marks Securities LLC, intends to solicit superior proposals for the acquisition of RMG during the next 45 days. RMG advises that there can be no assurance that the solicitation of superior proposals will result in an alternative transaction. RMG does not intend to disclose developments with respect to the solicitation process unless and until the special committee of the board has made a recommendation and the board of directors has made a decision.

Lake Street Capital Markets LLC has delivered a fairness opinion to the special committee of the board of directors of RMG. Carl Marks Securities LLC is acting as financial advisor to the special committee of the board of directors of RMG. Mayer Brown LLP is acting as legal advisor to RMG and DLA Piper LLP is acting as legal counsel to the special committee of the board of directors of RMG. Foley Gardere is acting as legal counsel to SCG Digital, LLC.

About RMG

RMG (NASDAQ:RMGN) goes beyond traditional communications to help businesses increase productivity, efficiency and engagement through digital messaging. By combining best-in-class software, hardware, business applications and services, RMG offers a single point of accountability for integrated data visualization and real-time performance management. The company is headquartered in Dallas, Texas, with additional offices in the United States, United Kingdom and the United Arab Emirates. For more information, visit www.rmgnetworks.com