SOURCE: rVue Holdings, Inc.

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June 21, 2017 12:24 ET

rVue Holdings, Inc. Announces Sale of Assets to Secured Creditor and Pending Liquidation

CHICAGO, IL--(Marketwired - June 21, 2017) - RVUE HOLDINGS Holdings, Inc. (OTC PINK: RVUE) announced that Roche Enterprises, Ltd., formerly known as Acorn Composite Corp. ("Roche Enterprises"), the Company's majority shareholder and an affiliate of director Robert Roche, has completed the process of foreclosing upon its security interest in the Company's assets. As previously reported in the Company's press release dated May 10, 2017, the Company was unable to repay the short-term bridge secured financing provided by Roche Enterprises in the aggregate principal amount of $416,000. At that time, Roche Enterprises issued a notice of default to the Company announcing its intention to foreclose upon the Company's assets and conduct a public sale of the assets under the Uniform Commercial Code (UCC) on or about May 31, 2017.

In mid-May, Roche Enterprises filed public notices of the planned sale pursuant to the UCC. It commenced the UCC sale on May 31, 2017. Roche Enterprises bid $100,000 of the Company's indebtedness to it, effectively offering to cancel the Company's indebtedness in return for taking ownership of the Company's assets. No other bidders appeared at the sale, however, immediately prior to the sale, a third party expressed potential interest in a recapitalization of the Company that would realize an economic benefit from its net operating losses (NOLs), while another third party expressed potential interest in acquiring the Company or its assets. Although it was not legally required to do so, Roche Enterprises agreed to hold the UCC sale open for one week, through June 7, 2017, so as to permit the Company to evaluate the potential for a transaction with one of these parties. The Company, Roche Enterprises (in its capacity as secured party) and their respective advisors reviewed their expressions of interest, and Roche Enterprises agreed to additional extensions of the UCC sale process through June 19, 2017. The Company had substantial doubt regarding the ability of either to actually consummate a transaction that would preserve shareholder value and result in any net proceeds to the shareholders. Ultimately, neither of the potentially interested parties appeared willing to provide any interim financing to continue the Company's operations and permit it to further explore a transaction, although discussions continued.

On the afternoon of June 19th, Roche Enterprises formally issued notice of having completed the UCC sale, effective immediately. As a result, all assets formerly owned by the Company are now the property of Roche Enterprises. The Company has no remaining cash or other assets. It has ceased operations and there are no proceeds available for distribution to the shareholders. The Company intends to dissolve within 30 days. The Company's current understanding is that Roche Enterprises intends to operate the rVue business using the assets acquired in the UCC sale, through a new entity under its sole ownership.

The Company's CEO, Mark Pacchini, said: "We greatly appreciate the support of all of our investors and customers. We regret that the Company could no longer operate in its current form and wish each of our shareholders and our team nothing but the best."

Forward Looking Statements

This press release contains "forward looking statements." The statements contained in this press release that are not purely historical are forward-looking statements. Forward-looking statements give the Company's current expectations or forecasts of future events. Such statements are subject to risks and uncertainties that are often difficult to predict and beyond the Company's control, and could cause the Company's results to differ materially from those described. The Company is providing this information as of the date of this press release and does not undertake any obligation to update any forward looking statements contained in this press release as a result of new information, future events or otherwise. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. Forward looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Important factors that could cause such differences include, but are not limited to, the Risk Factors and other information set forth in the Company's 2015 Annual Report on Form 10-K, in our other filings with the Securities and Exchange Commission and in our press releases.

Contact Information

  • Company Contacts
    Mark Pacchini
    President and CEO