SCG Financial Acquisition Corp. to Commence Tender Offer to Purchase All of the Issued and Outstanding Public Shares of Its

SCG Financial Acquisition Corp. to Commence Tender Offer to Purchase All of the 
Issued and Outstanding Public Shares of Its Common Stock 
CHICAGO, IL -- (Marketwire) -- 02/11/13 --  SCG Financial Acquisition
Corp. (the "Company") (NASDAQ: SCGQ), announced today that it will
commence a tender offer to purchase all of the issued and outstanding
shares of its common stock (the "SCG Common Shares") issued as part
of the units in its initial public offering (such SCG Common Shares,
the "Public Shares") at a price of $10.00 per Public Share. The last
reported trading price of the SCG Common Shares on the Nasdaq Capital
Market on February 8, 2013 was $9.91 per SCG Common Share. The
Company's offer is being made upon the terms and conditions set forth
in the Offer to Purchase for Cash (the "Offer to Purchase") and the
related Letter of Transmittal (the "Letter of Transmittal", which,
together with the Offer to Purchase, as each may be amended or
supplemented from time to time, constitute the "Offer") that are
being distributed to the holders of the Public Shares to be filed
with the Securities and Exchange Commission (the "SEC") today. 
The Offer is being made pursuant to the terms of a
previously-announced Agreement and Plan of Merger, dated as of
January 11, 2013 (as amended from time-to-time, the "Merger
Agreement"), by and among the Company, SCG Financial Merger II Corp.
("Merger Sub"), Reach Media Group Holdings, Inc. ("RMG"), and
Shareholder Representative Services LLC in its capacity as the
stockholder representative therein (the "Stockholder
Representative"). Pursuant to the terms and conditions of the Merger
Agreement, Merger Sub will be merged with and into RMG (the
"Merger"). Upon consummation of the Merger, the separate existence of
Merger Sub will thereupon cease, and RMG, as the surviving
corporation in the Merger (the "Surviving Corporation"), will
continue its existence under the laws of the State of Delaware as an
indirect and wholly-owned subsidiary of the Company. 
The Offer will expire at 5:00 p.m., Eastern Time, on March 11, 2013,
unless extended by the Company (the expiration date, as may be
extended, the "Expiration Date"), which may depend on the timing and
process of the SEC review of the Offer, or if terminated by the
Company. Tenders of the Public Shares must be made prior to the
Expiration Date and may be withdrawn at any time prior to the
Expiration Date. The Offer is subject to conditions and other terms
set forth in the Offer to Purchase and other Offer materials that are
being distributed to the holders of the Public Shares to be filed
with the SEC today. 
In particular, the Offer is conditioned on, among other things, the
Company's determination that the Merger, in its reasonable judgment
immediately prior to the Expiration Date, is capable of being
consummated contemporaneously with the Offer, but in no event later
than three business days after the Expiration Date.  
Under the terms of the Offer to Purchase, the Merger Agreement and
the Company's amended and restated certificate of incorporation, as
amended (the "Company Charter"), the holders of the Public Shares
will have the opportunity to tender their Public Shares for cash at a
price of $10.00 per share, net to the seller in cash, without
interest, upon and subject to the consummation of the Merger and the
other transactions contemplated by the Merger Agreement
(collectively, the "Transaction"). 
The Company's board of directors (the "Board"), with only Gregory H.
Sachs abstaining, has unanimously (i) approved the Company's making
of the Offer, (ii) adopted and approved the Merger Agreement and
approved the Transaction and (iii) determined that the Merger is in
the best interests of the stockholders of the Company (the
"Stockholders"), and, if consummated, would constitute the Company's
initial business combination pursuant to the Company Charter. If a
Stockholder tenders its Public Shares in the Offer, such Stockholder
will not be participating in the Transaction because such Stockholder
will no longer hold such Public Shares. The Company will be the
public holding company for RMG upon the consummation of the
Transaction. Neither the Company, the Board, Morrow & Co., LLC, as
information agent for the Offer (the "Information Agent"), nor
Continental Stock Transfer & Trust Company, as depositary for the
Offer (the "Depositary"), is making any recommendation to any
Stockholder as to whether to tender or refrain from tendering such
Stockholder's Public Shares pursuant to the Offer. The members of the
Board may directly benefit from the Transaction and have interests in
the Transaction that may be different from, or in addition to, the
interests of the Stockholders. Each Stockholder must make its own
decision as to whether to tender such Stockholder's Public Shares
and, if so, how many Public Shares to tender. In doing so, each
Stockholder should read carefully the information in the Offer to
Purchase and in the related Letter of Transmittal, including the
purposes and effects of the Offer. Each Stockholder should discuss
whether to tender such Stockholder's Public Shares with its broker,
if any, or other financial advisor.  
SCG Financial Holdings LLC, the Company's sponsor (the "Sponsor"),
which is beneficially owned by the Company's officers, one of the
Company's directors, Donald R. Wilson, Jr., and certain employees of
an affiliate of the Sponsor, and each of such equityholders of the
Sponsor, has agreed not to tender any SCG Common Shares pursuant to
the Offer. In addition, the Company entered into an equity commitment
letter agreement dated as of December 14, 2012 (as may be amended
from time-to-time, the "Equity Commitment Letter") with 2012 DOOH
Investments LLC, a member of the Sponsor ("DOOH"). On January 8,
2013, DOOH assigned its obligations and rights under the Equity
Commitment Letter to an affiliate, DRW Commodities, LLC ("DRW")
pursuant to an Assignment and Assumption Agreement between the
parties (the "Assignment Agreement"). Pursuant to the Equity
Commitment Letter and the Assignment Agreement, DRW purchased
2,354,450 SCG Common Shares in privately negotiated transactions at a
price per SCG Common Share that did not exceed $10.02 per SCG Common
Share (the "DRW Public Shares") and was thereafter issued an
additional 120,000 SCG Common Shares by the Company in consideration
for such purchases (the "Additional DRW Shares", and, together with
the DRW Public Shares, the "DRW Shares"). Pursuant to the Equity
Commitment Letter, the Assignment Agreement and related agreements,
DRW agreed not to tender the DRW Shares in the Offer and further
waived its redemption rights in the event of the Company's
liquidation with respect to the Additional DRW Shares.  
Morrow & Co., LLC is acting as the Information Agent and Continental
Stock Transfer & Trust Company is acting as the Depositary. The Offer
to Purchase, forms of Letter of Transmittal and related documents are
being mailed to holders of Public Shares of record and will be made
available for distribution to the beneficial owners of the Public
Shares and the Company's warrants and units. Questions and requests
for assistance should be directed to the Information Agent toll free
at (800) 607-0088 (U.S. banks and brokerage firms, please call (203)
This announcement is for informational purposes only and does not
constitute an offer to purchase nor a solicitation of an offer to
sell SCG Common Shares. The solicitation of offers to buy SCG Common
Shares will only be made pursuant to the Offer to Purchase, dated
February 11, 2013 (as may be amended or supplemented), the related
forms of Letter of Transmittal, and other related documents that the
Company is sending to the Stockholders. The Offer materials contain
important information that should be read carefully before any
decision is made with respect to the Offer. Those materials are being
distributed by the Company to the Stockholders at no expense to them.
In addition, all of those materials (and all other Offer documents
filed with the SEC) will be available at no charge on the SEC's
website on the Internet at, free of charge, and from the
Information Agent. 
About SCG Financial Acquisition Corp. 
The Company is a blank check company formed for the purpose of
effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination (a "business
combination"), involving the Company and one or more businesses.  
On April 18, 2011, the Company consummated its initial public
offering (the "IPO") of 8,000,000 units (the "Units"), each
consisting of one SCG Common Share and one SCG Public Warrant, which
is exercisable for an additional SCG Common Share (the "Warrants" or
the "SCG Public Warrants") at an exercise price of $11.50 per
Warrant, and received proceeds of approximately $77,600,000, net of
underwriting discounts and commissions and expenses of approximately
$2,400,000, excluding deferred underwriting discounts and commissions
placed in the trust account established for the benefit of the
holders of Public Shares (the "Trust Account") pending completion of
a business combination. Simultaneously with the consummation of the
IPO, the Company consummated the private sale of 4,000,000 Sponsor
Warrants to the Company's sponsor at a price of $0.75 per Warrant
(the "Sponsor Warrants") for an aggregate purchase price of
$3,000,000. $77,000,000 in proceeds from the IPO and the proceeds of
this private placement were placed in the Trust Account.  
Risks of Uncertainties; Forward-Looking Statements 
In addition to historical information, this release may contain a
number of "forward-looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. Words such as "anticipate",
"believe", "continue", "could", "estimate", "expect", "intend",
"may", "might", "plan", "predict", "potential" and "should", as they
relate to the Company are intended to identify these forward-looking
statements. All statements by the Company regarding its possible or
assumed future results of its business, financial condition,
liquidity, results of operations, plans and objectives and similar
matters are forward-looking statements. Forward-looking statements
are not guarantees of future performance and are subject to risks,
uncertainties and other factors (many of which are beyond the
Company's control) that could cause actual results to differ
materially from future results expressed or implied by such
forward-looking statements. The Company's future results may differ
materially from those expressed in these forward-looking statements.
These risks, uncertainties and other important factors include, but
are not limited to, the statements set forth under "Risk Factors"
that are more fully discussed in the Offer to Purchase filed with the
SEC in connection with the Transaction and the following: the risk
that governmental and regulatory review of the tender offer documents
may delay the Transaction or result in the inability of the
Transaction to be consummated by April 12, 2013; costs of the
Transaction; success in retaining or recruiting, or changes required
in, RMG's management and other key personnel following the
Transaction; listing or de-listing of the SCG Common Shares from the
Nasdaq Capital Market; the potential liquidity and trading of the
Company's securities; RMG's history of incurring significant net
losses and limited operating history; the competitive environment in
the advertising market in which RMG operates; the risk that a
condition to consummation of the Transaction may not be satisfied or
waived; the risk that the anticipated benefits of the Transaction may
not be fully realized or may take longer to realize than expected;
the risk that any projections, including earnings, revenues,
expenses, margins or any other financial items are not realized; the
risk that the businesses of the Company and RMG will not be
integrated successfully; changing legislation and regulatory
environments; business development activities of RMG following the
consummation of the Transaction, including RMG's ability to contract
with, and retain, customers and airline partners on attractive terms;
the effect of actions by the U.S. Federal Reserve and the U.S.
Treasury on the liquidity of the capital markets; the general
volatility of the market price of the SCG Common Shares; risks and
costs associated with regulation of corporate governance and
disclosure standards (including pursuant to Section 404 of the
Sarbanes-Oxley Act); and general economic conditions. 
These risks, as well as other risks associated with the Transaction,
are more fully discussed in the Offer to Purchase filed with the SEC
in connection with the Transaction. Additional risks and
uncertainties are identified and discussed in the Company's reports
filed with the SEC and available at the SEC's website at
Forward-looking statements included in release speak only as of the
date of this release. Neither the Company nor RMG undertakes any
obligation to update its forward-looking statements to reflect events
or circumstances after the date of this release. 
Michelle Sibley
TallGrass Public Relations
Shawn Roberts
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