Options Media Group Holdings, Inc. (OTCQB: OPMG) (PINKSHEETS: OPMG)
(the "Company" or "Options Media") has entered into a definitive
merger agreement to acquire 100% of the stock of Illume Software,
Inc., a Boston-based mobile software company, whose iZup software
is a responsible solution to cell phone-related distracted driving.
The boards of directors of both companies have approved the merger,
which is expected to close by February 12, 2012, subject to various
closing conditions, including the approval of Illume shareholders
and other customary closing conditions.
Under the terms of the definitive agreement, Illume will become
a wholly-owned subsidiary of Options Media. The shareholders of
Illume will own 40% of the post-merger company. The completion of
the acquisition is contingent on Options Media receiving financing
in connection with the acquisition and for ongoing operating
costs.
The agreement calls for a combination of the two company's
boards of directors and management teams at the Options Media
level. Upon closing, Daniel Ross, CEO of Illume, will become the
CEO of Options Media. The combined Board of Directors will include
current Options Media board members Keith St. Clair, Leo Hindery
and Ervin Braun and current Illume board members Daniel Ross and
William Elfers. The Company intends to serve the consumer market
through its PhoneGuard application and the enterprise market
through the Illume iZup application.
Illume develops solutions that leverage location to power
high-value mobile phone applications and services. Illume's iZup
solution provides safer roads for everyone, enhanced productivity,
reduced corporate exposure to liability and compliance monitoring.
Illume has filed four patent applications for its technology,
including battery optimization. Illume's customers and partners
include Carahsoft, a major government IT solutions distributer
(Illume is on the GSA schedule); Sprint, which recently named
Illume as its distracted driving solutions partner for enterprise
customers; The Jankovich Co., a leading petroleum distributer on
the West Coast and a Fortune 500 food manufacturer. Illume sells
its iZUP solution through its sales force, its enterprise partners,
the Android Marketplace, and the BlackBerry App World.
"The combination of two leading mobile apps that prevent
distracted driving -- PhoneGuard and iZUP -- creates the best
solution for both consumers and businesses," said Keith St. Clair,
Chairman of Options Media. "Distracted driving is becoming an
epidemic, and as recently as December 2011, the Chairman of the
National Transportation Safety Board recommended the ban of cell
phone usage while driving. Beginning in January 2012, the Federal
Motor Carrier Safety Administration and the U.S. Department of
Transportation implemented a hand held cell phone ban for all
commercial vehicles, with fines of $2,750 dollars for the operator
and up to $11,000 dollars to the employer for every distracted
driving ticket. This merger gives Options Media the ability to
provide consumers and businesses product suites that ensure that
drivers are not distracted by their smart phones while
driving."
Daniel Ross, Chief Executive Officer of Illume, said, "Having
built relationships in Washington to affect supportive legislation,
invested heavily in new product development, established key
partnerships to effectively go to market and taken steps toward
building an enterprise customer base, we welcome the opportunity to
join with PhoneGuard in addressing this growing epidemic. We will
now have drivers protected whether it's initiated from the consumer
or from the enterprise. We're excited for the future of the
combined company in which we will continue to strive for
responsible mobile phone usage while driving."
Led by experienced mobile telecom, Internet and media veterans,
Illume boasts an advisory board of prominent business, political,
financial and technology leaders that includes U.S. Senator Bob
Kerrey, U.S. Senator Tom Daschle, Leo Hindery Jr., ex CEO of ATT
broadband and founding partner of the Intermedia fund, who has
already joined OMG's board, Fay Vincent, past Vice Chairman of The
Coca-Cola Company, and William Elfers, Managing Director of
Fidelity Capital and Chairman and CEO of Community Newspaper
Company, a Fidelity Capital subsidiary.
For more information regarding PhoneGuard applications, visit
www.PhoneGuard.com, www.facebook.com/PhoneGuard or on Twitter at
@Phone_Guard.
For more information on Illume software solutions, visit
www.getizup.com.
About PhoneGuard, Inc. PhoneGuard, Inc., a
subsidiary of Options Media Group Holdings, Inc., is a leading
provider of mobile applications software. The Company's flagship
product, personal security and anti-texting while driving software
application suite, is a next-generation software suite with the
most robust set of features and functions available today. The
software product, which is easily downloadable to mobile phones,
allows for GPS tracking of the mobile device in order to calculate
the rate of speed of travel. Above certain predetermined speeds,
the software will lock the keyboard and prevent the user from
emailing, surfing the web or texting. While PhoneGuard's Software
is designed to prevent texting while driving, it also offers
parents and employers the ability to monitor the driving habits of
mobile phone users in order to prevent speeding.
www.PhoneGuard.com.
About Illume Software Illume Software is a
Boston-based mobile software company backed by a combination of
venture and independent investor capital. iZup offers a responsible
solution to cell phone-related distracted driving by harnessing the
power of GPS, the pervasiveness of cellular networks, and by
placing an emphasis on intelligent solutions to real-world
problems. By working with organizations, companies, lawmakers, and
mobile carriers, Illume Software strives to continuously educate
people on responsible mobile phone use while driving.
Forward-Looking Statements This press release contains forward-looking
statements including potential revenue from the sale of PhoneGuard
products, our belief that the timing of our introduction of the
product is optimal and plans for the sale of PhoneGuard.
Forward-looking statements can be identified by words such as
"anticipates," "intends," "plans," "seeks," "believes,"
"estimates," "expects" and similar references to future periods.
Forward-looking statements are based on our current expectations
and assumptions regarding our business, the economy and other
future conditions. Because forward-looking statements relate to the
future, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict. Our actual
results may differ materially from those contemplated by the
forward-looking statements. We caution you therefore against
relying on any of these forward-looking statements. They are
neither statements of historical fact nor guarantees or assurances
of future performance. Important factors that could cause actual
results to differ materially from those in the forward-looking
statements include unanticipated changes to the working
relationship between Justin Bieber and PhoneGuard and Cellairis and
PhoneGuard, and the willingness and/or the ability of consumers to
pay for the paid application.
Further information on Options Media's risk factors is contained
in its filings with the Securities and Exchange Commission
including its Form 10-K for the year ended December 31, 2010. Any
forward-looking statement made by Options Media in this press
release speaks only as of the date on which it is made. Factors or
events that could cause actual results to differ may emerge from
time to time, and it is not possible to predict all of them. The
Company undertakes no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
Media Contact: Amity Gay/Kelli Schindelegger The Zimmerman
Agency (850) 668 - 2222 Email Contact Investor Relations Contact:
Stephanie Prince / Jody Burfening Lippert/Heilshorn &
Associates, Inc. (212) 838 - 3777 Email Contact
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