Item 1.01
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Entry Into a Material Definitive Agreement.
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On May 16, 2018, RMG Networks Holding Corporation, a Delaware corporation (the “Company”), delivered a written notice (the “Notice”) to SCG Digital, LLC, a Delaware limited liability company (“Parent”) and elected to extend the Initial Go Shop End Date (as defined in the Merger Agreement) until 11:59 p.m. Eastern Time on June 1, 2018. The Notice was delivered pursuant to Sections 6.02 and 9.01 of that certain Agreement and Plan of Merger, dated as of April 2, 2018, as amended by those certain letter agreements dated as of April 23, 2018 and as of May 3, 2018 (collectively, the “Merger Agreement”), by and among the Company, Parent, SCG Digital Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent and SCG Digital Financing, LLC, a Delaware limited liability company and an affiliate of Parent. Parent is owned by SCG Digital Holdings, LLC, a Delaware limited liability company (f/k/a SCG Digital Holdings, Inc., a Delaware corporation) and an affiliate of Gregory H. Sachs, the Company’s Executive Chairman. Capitalized terms used herein but not otherwise defined in this letter agreement have the meanings ascribed to such terms in the Merger Agreement.
The foregoing summary of the Notice and the transactions contemplated thereby, do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Notice attached as Exhibit 2.1, each of which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed or furnished as part of this report:
Exhibit No.
Description
2.1
Notice of Extension of Go Shop Period, dated May 16, 2018, from the Company to SCG Digital, LLC.