** Past Successful Reverse Mergers: RTGV
1. Jan.9, 2007 - RTGV is a dormant shell, begins to run on volume.
2. It runs from 0.005 to 0.12 in 10 straight trading days. No news to account for the run.
3. o/s is 106 million, float 50 million.
4. Only information available is an 8K filed in April 24, 2006 – where management outlined a desire to find a reverse merger candidate.
5. Mar.22, 2007 – RTGV announces a reverse merger with New Media Television.
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RTG Ventures, Inc. Signs Share Exchange Agreement with New Media Television (Europe), Limited
Thursday March 22, 5:00 am ET
NEW YORK--(BUSINESS WIRE)--RTG Ventures, Inc. (RTGV.PK) entered into a Share Exchange Agreement with New Media Television (Europe), Limited (NMTV), and filed an 8-K with the SEC. NMTV is comprised of three private entities: New Media Studios Limited, Hanborough Investments Limited, and Atlantic Television Limited. NMTV is owned by Atlantic Network Holdings Limited (ANHL), and is the holding company for media ventures. The web site for ANHL is www.atlanticnetwork.com.
RTGV has been seeking a merger candidate as a priority since the majority shareholders returned to management and filed an 8-K on April 24, 2006. A decision was made to change strategy from the promotion and execution of skill games championships in China, to identifying a target company, preferably in entertainment with assets and a sound business plan which would benefit RTGV shareholders. The risk factors in China, particularly the volatility of the Chinese markets, and the lack of enforceability of contracts in intellectual property, caused the Board to redirect the business. After vetting a broad spectrum of candidates, the management selected NMTV, which met the criteria as a value proposition in the private sector needing a public presence to move to the next stage of development.
NMTV is an integrated media vehicle, comprised of an established studio complex one hour outside London in Oxford, which has six operational subsidiaries, an investment vehicle which owns the freehold on the studio property, and a television production operation which currently has joint venture agreements for ten internet TV channels, six with Salvation TV and four with West End Communications, Ltd. Another five channels are being negotiated with three major European operators where Heads of Agreement have been signed with Hatton Media Productions. ATV has outsourced product/content and marketing, as well as other cost-effective measures in order to maximize revenue streams. There are other initiatives underway in Reality TV and ongoing natural history filming. Other subsidiaries hold film interests via script rights.
Roger Bailey, Chairman and Director of ANHL, offered that: "It is anticipated that existing contracts will generate over $20M US annually within three years, and that does not include other ancillary businesses which will provide revenues."
What Makes NMTV Unique?
NMTV will utilize a new technology providing a multi-cast delivery system provided by Global MIX, Ltd. This broadband infrastructure allows for the broadcast of live feeds across the internet, as opposed to a unique feed for each viewer which can create frustrating delays for the user. Multi-cast transmissions ensure delivery of TV quality without buffering or freezing.
Bailey went on to say: "NMTV represents a business with a competitive edge because of the technology. ANHL has invested in considerable R&D to get to this point, and we are very confident our public shareholders will share our vision."
There are significant aspects of the deal which will benefit all shareholders and ensure transparency:
RTGV is currently in the process of bringing its filings up to date, including audited financials and application for reinstatement to the Bulletin Board thereafter;
A three-year business plan for NMTV is being developed and $1,000,000 in working capital will be in place prior to closing.
While NMTV is located in Bristol, and Oxford in the UK, three-year contracts will be effected with GWR Enterprises, Inc., which will consult to coordinate U.S. infrastructure requirements for a public company. Existing relationships will continue with: the corporate counsel, Paykin, Greenblatt, Lesser & Krieg; the auditor, Sherb & Co. LLP; and the transfer agent, Madison Stock Transfer, which will ensure a full communications program for shareholders. To the latter point, a NOBO list was recently ordered by RTGV management in order for the company to provide additional information on the merger progress in a timely fashion.
Said Bailey, "We believe RTGV and NMTV will be a stronger company together, and all parties look forward to a future of growing organically and by acquisition."
Safe Harbor Provisions: The foregoing contains certain predictive statements that relate to future events or future business and financial performance. Such statements can only be predictions, and the actual events or results may differ from those discussed due to, among other things, those risks described in RTGV's reports, filed with the SEC. Opinions expressed herein are subject to change without notice. This document is published solely for information purposes, and is not to be construed as an offer to sell or the solicitation of an offer to buy any securities in any state. Past performance does not guarantee future performance. Additional information is available upon request.
Contact:
Investor Relations:
New York, 917-488-6473
