SOURCE: RoomLinX

March 18, 2014 07:30 ET

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.

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