On September 28, 2018, RMG Networks Holding Corporation (“RMGN”) completed the previously announced merger (the “Merger”) of SCG Digital Merger Sub, Inc., a Delaware corporation, with and into RMGN, whereby RMGN survived the Merger and became a wholly owned subsidiary of SCG Digital Holdings, LLC, a Delaware limited liability company and the surviving entity in a merger with SCG Digital, LLC, a Delaware limited liability company (“Parent”) immediately prior to the Merger. The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of April 2, 2018, as amended by the First Amendment and Waiver Agreement, dated as of August 18, 2018, by and among RMGN, Parent, Merger Sub, and SCG Digital Financing, LLC, which was approved and adopted by RMGN stockholders at a special meeting of stockholders held on September 27, 2018.
As a result of the Merger, each issued and outstanding share of RMGN common stock (other than appraisal shares held by shareholders who have properly exercised, and have not failed to perfect, withdrawn or otherwise lost, appraisal rights in accordance with Delaware law, shares held by RMGN and shares held by certain other shareholders) was cancelled and converted into the right to receive $1.29 per share in cash, without interest thereon and less any applicable withholding taxes. As of September 28, 2018, the Company ceased trading on The NASDAQ Stock Market and became a privately-owned company.
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