Ascend Acquisition Corp. Announces Merger Agreement with Mobile Gaming Company Andover Games, LLC

  Ascend Acquisition Corp. Announces Merger Agreement with Mobile Gaming
  Company Andover Games, LLC

Business Wire

JACKSON, Wyo. -- January 04, 2012

Ascend Acquisition Corp. (“Ascend”) (OTCBB: ASCQ) today announced it has
signed a definitive merger agreement with privately-held Andover Games, LLC
(“Andover”). Andover is an emerging company in the rapidly growing mobile
games sector. Andover owns interests in several mobile gaming properties and
is directed by Ben Lewis, Lee Linden and Craig dos Santos. Andover co-founders
Ben Lewis and Lee Linden previously founded Tapjoy, a leader in paid app
distribution with over 9,000 applications and 200 million global consumers.
Co-founder Craig dos Santos led Playdom’s mobile gaming platform prior to
Playdom’s sale to the Walt Disney Company. Mr. dos Santos has agreed to
continue to serve as Andover’s President and CEO following the merger. Full
biographies of the founding team can be found at the end of this press

Under the terms of the transaction, the owners of Andover will exchange their
membership interests for 75% common stock ownership in Ascend following a
private placement of up to $4 million in new Ascend securities. It is expected
that the private placement financing will be used to organically accelerate
Andover’s mobile gaming platforms and game engines that are built around a
reusable code base. The financing may also be used to make strategic
investments in human capital and select acquisitions to further its growth.

The transaction is expected to close on or before February 28, 2012. As part
of the transaction, Ascend will provide Andover with $250,000 in bridge
financing in part to complete the testing and market research of the company’s
first wholly-owned property, “Dino Park.” Dino Park enables the user to build
a theme park based on dinosaurs. The look and feel is designed to attract both
male and female audiences. The user builds the park in size and grandeur by
putting in food stations, buildings, and dinosaur attractions. It is
anticipated that Dino Park will be introduced on the Android platform in the
first quarter of 2012.

Andover Games will also help launch the game “Spacecraft,” in which it owns a
46% equity interest. Spacecraft has a space army theme in which the user can
build up an army by creating mines, farms and barracks. The mines are used to
harvest gold, which can be used to create more buildings. The farms allow
harvesting of food, which is in turn used to train soldiers in the barracks.

Andover Games also owns minority equity stakes in four other gaming
companies—Rotvig Labs (developer of “Spacecraft”), Game Closure, Ecko Code and
Tumbleweed Technologies. These companies have developed a series of mobile
games on both the iOS and Android platforms.

“We are excited about the opportunity to rapidly grow Andover through the use
of Ascend’s public stock,” said Andover President Craig dos Santos. “Our
ability to use public stock as currency to attract and retain the top design
and engineer talent in the mobile gaming space is critical at this time of
accelerating industry growth. We believe we will also be able to use both the
public stock and the funds raised to acquire additional properties and
companies that are emerging to meet the demands of consumers for new and
exciting mobile gaming properties,” said Mr. dos Santos.

The biographies of Andover’s co-founders are:


In August 2009, Craig dos Santos started the mobile division of Playdom and
served in numerous positions, most recently as executive producer, until
October 2010. Playdom focused on social games on Facebook and MySpace. While
at Playdom, Craig grew the mobile team and launched games on iOS, Android and
WebOS. As an early entrant into the mobile social games space, Craig helped
Playdom launch Mobsters, Sorority Life and Social City, all of which were in
the top 25 charts in the Apple App Store. Playdom also launched many other
successful social games on Facebook before being sold to Disney for up to
approximately $760 million in August 2010.

Prior to Playdom, Craig was at iLike from July 2008 until February 2009. iLike
was a launch partner during the first launch of the Facebook Platform. At
iLike, Craig was in charge of advertising monetization on applications and
helped strike deals with Rhapsody, Ticketmaster, Comscore and Nielsen. iLike
was sold to MySpace in 2009.

From 2002 to 2006, Craig worked at Microsoft, where he was on the Microsoft
Passport and Microsoft Windows Core Security teams. He was responsible for
some of the security features in Windows XP as well as Windows Vista.

Craig graduated from Rice University in 2003 with a Bachelors of Science in
Electrical and Computer Engineering.


Ben Lewis co-founded Tapjoy, a leader in mobile application distribution and
monetization, in August 2008, with Lee Linden. Tapjoy started out with a
single iPhone game, TapDefense, which was downloaded more than 20 million
times and helped launch the Tapjoy ads platform. The Tapjoy ads platform was a
new way to monetize free mobile applications. After reaching revenue of $1
million per month in March 2010, Tapjoy merged with Offerpal Media, which had
a similar business model for Facebook traffic.

By March 2011, Tapjoy had 70 employees and was generating over $100 million in
annualized revenue and an estimated 60 percent of paid app distribution. Ben
and Lee then left to pursue a new mobile opportunity called Karma Science, a
San Francisco based mobile e-commerce company that makes products and services
instantly giftable to millions of consumers from their smartphones.

Ben graduated from the University of Michigan with a Computer engineering
degree in 2001. He started his professional career at Microsoft from July 2002
to August 2003 as one of the founding engineers of the Xbox Live team. He then
returned to the University of Michigan to get his MBA. After graduating from
Michigan again, Ben went to pursue a career at Google as a Product Manager.
While at Google from July 2005 to January 2009, Ben managed many successful
products including growing the Toolbar from 60 million to 200 million-plus
users, managing the launch and growth of Google Checkout, adding sports scores
to Search and other products, as well as winning two EMG awards for his work
on client team products.

While at the University of Michigan, he also co-founded an internet company
called Bidcentives with Lee Linden.


Lee Linden co-founded (with Ben Lewis) Karma Science in March 2011 and Tapjoy
in August 2008. At Tapjoy, Lee led fundraising and drove business development
until its merger with Offerpal Media in March 2010. He then helped grow the
combined business to over $100 million in annual revenue, over 9,000 network
applications, and the development of first party applications with over 45
million downloads. Prior to Tapjoy, Lee worked as an associate at Kleiner
Perkins Caufield & Byers from February 2008 to the end of 2008 and was a key
member of the iFund team, which has made investments in several leading mobile
companies. From June 2003 to May 2007, Lee worked in product development at
Microsoft, leading engineering teams for both enterprise and consumer
offerings including co-founding the Windows Home Server division. He is also
the co-founder of ContestMachine (via YCombinator), a self-service online
promotional marketing service with thousands of small business customers. Lee
also co-founded an internet company called Bidcentives with Ben Lewis.

Lee received a degree in computer engineering at the University of Michigan in
2003 and obtained an MBA from Stanford’s Graduate School of Business 2009.

Forward Looking Statements

This press release contains “forward-looking statements.” These
forward-looking statements involve significant risks and uncertainties that
could cause the actual results to differ materially from the expected results.
Actual results may differ from expectations, estimates and projections and,
consequently, you should not rely on these forward looking statements as
predictions of future events. Words such as “expect,” “estimate,” “project,”
“budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking statements.

The following factors, among others, could cause actual results to
meaningfully differ from those set forth in the forward-looking statements:

  *Changing consumer preferences;
  *Changing smartphone technology;
  *Introduction of new gaming platforms;
  *Changing regulatory environments;
  *General economic conditions;
  *Anticipated financial impacts of the merger and related transactions;
  *The satisfaction of the closing conditions to the merger and related
    transactions; and
  *The timing of the completion of the merger and related transactions.

These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside the control of Ascend and Andover
Games and are difficult to predict. Factors that may cause such differences
include, but are not limited to, the possibility that the expected growth will
not be realized, or will not be realized within the expected time period, due
to, among other things, general economic conditions or legislative and
regulatory changes. Other factors include the possibility that the merger does
not close, including due to the failure of satisfying all closing conditions.

The information set forth herein should be read in light of such risks.
Neither Ascend, nor Andover Games assumes any obligation to update the
information contained in this press release.

A copy of the merger agreement and an investor presentation slide show has
been filed today with the Securities and Exchange Commission. A copy of these
filings can be found on the SEC website at


Ascend Acquisition Corp.
Jon Ledecky, (307) 633-2831
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