Ideation Acquisition Corp. Sets Date for Special Meeting of Stockholders to Approve a Business Combination With SearchMedia Inte
10 Septiembre 2009 - 1:02PM
Marketwired
Ideation Acquisition Corp. ("Ideation" or the "Company") (NYSE
Amex: IDI) (NYSE Amex: IDI.U) (NYSE Amex: IDI.WS) today announced
that its special meeting of stockholders to approve a business
combination with SearchMedia International Limited ("SearchMedia")
will be held on October 26, 2009 at 8:30 am Eastern Time at the
offices of Akerman Senterfitt, at One S.E. Third Avenue, 25th
Floor, Miami, Florida 33131. Ideation stockholders of record as of
the close of business on October 2, 2009 (the "Record Date") will
receive notice of and voting materials relating to this special
meeting.
At the special meeting, stockholders of Ideation will be asked
to vote on the following ten proposals: (1) to approve an amendment
to Section D of Article Sixth of Ideation's Certificate of
Incorporation to provide conversion rights to holders of shares
issued in Ideation's initial public offering upon approval of the
business combination regardless of whether such holder votes for or
against the business combination; (2) to approve the corporate
redomestication of Ideation that will result in holders of Ideation
securities holding securities in a Cayman Islands exempted company
rather than a Delaware corporation; (3) to approve the business
combination between ID Cayman and SM Cayman; (4) to approve the
authorization in ID Cayman's Memorandum of Association of
1,000,000,000 ordinary shares, as compared to 50,000,000 shares of
common stock currently authorized in Ideation's amended and
restated certificate of incorporation, dated November 21, 2007,
which we refer to as Ideation's Certificate of Incorporation, and
10,000,000 preferred shares, as compared to 1,000,000 shares of
preferred stock currently authorized under Ideation's Certificate
of Incorporation; (5) to approve in ID Cayman's Articles of
Association the elimination of the classified board currently
authorized in Ideation's Certificate of Incorporation; (6) to
approve in ID Cayman's Articles of Association a provision
providing that the amendment of either of ID Cayman's Memorandum of
Association or Articles of Association will require a vote of
two-thirds of its shareholders voting in person or by proxy at a
meeting, as compared to the vote of a majority of the outstanding
stock as set forth in Ideation's Certificate of Incorporation; (7)
to approve in ID Cayman's Articles of Association a provision
providing that the ID Cayman shareholders may pass resolutions
without holding a meeting only if such resolutions are passed by a
unanimous written resolution signed by all of the shareholders
entitled to vote, as opposed to the provisions in Ideation's
Certificate of Incorporation that provide that stockholders may
take action without a meeting if written consent to the action is
signed by the holders of outstanding stock having the minimum
number of votes necessary to authorize or take the action at a
meeting of the stockholders; (8) to approve in ID Cayman's
Memorandum of Association a provision providing for the perpetual
existence of the company, as compared to a provision providing for
the termination of the company's existence on November 19, 2009 as
set forth in Ideation's Certificate of Incorporation; (9) to
approve the assumption of the SearchMedia International Limited
2008 Share Incentive Plan and its amendment and restatement as the
Amended and Restated SearchMedia Holdings Limited Share Incentive
Plan; and (10) to approve an adjournment or postponement of the
special meeting for the purpose of soliciting additional
proxies.
About Ideation Acquisition Corp.
Ideation is a publicly traded special purpose acquisition
corporation, or SPAC, formed to acquire one or more businesses with
a focus on the media sector. As of June 30, 2009, Ideation has in
its trust account approximately US$78.8 million (including deferred
underwriting fees of US$2.7 million) from the proceeds raised
through its initial public offering in November 2007 and interest
thereon. As of June 30, 2009, the amount per share available upon
liquidation of the trust was approximately US$7.8815. Ideation is
headquartered in Wilmington, Delaware.
About SearchMedia
SearchMedia is a leading nationwide multi-platform media company
and one of the largest operators of integrated outdoor billboard
and in-elevator advertising networks in China. SearchMedia
currently operates a network of over 1,500 high-impact billboards
with over 500,000 square feet of surface display area and one of
China's largest networks of in-elevator advertisement panels
consisting of over 175,000 frames in 57 cities throughout China.
SearchMedia ranked first in market share of in-elevator advertising
displays in 13 out of the 26 most affluent cities in China and
ranked second in an additional nine of these cities, according to
Nielsen Media Research. Additionally, SearchMedia operates a
network of large-format light boxes in concourses of eight major
subway lines in Shanghai. SearchMedia's core outdoor billboard and
in-elevator platforms are complemented by its subway advertising
platform, which together enable it to provide multi-platform,
"one-stop shop" services for its local, national and international
advertising clients that numbered more than 780 cumulatively from
its inception to July 31, 2009.
Forward-Looking Statements
Any statements contained in this press release that do not
describe historical facts may constitute forward-looking statements
as that term is defined by the United States Private Securities
Litigation Reform Act of 1995. Any such forward-looking statements
contained herein are based on current expectations, but are subject
to a number of risks and uncertainties that may cause actual
results to differ materially from expectations such as material
adverse events affecting Ideation and SearchMedia, their ability to
complete a business combination and those other risks and
uncertainties detailed in Ideation's filings with the Securities
and Exchange Commission (the "SEC"). Ideation and SearchMedia
caution readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made.
Ideation and SearchMedia do not undertake or accept any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statement to reflect any change in their
expectations or any change in events, conditions or circumstances
on which any such statement is based.
Participation in Solicitation/Additional Information
In connection with the proposed transaction, Ideation and ID
Arizona Corp. filed Amendment No. 2 to Form S-4 containing a proxy
statement/prospectus in conjunction with the transaction with the
SEC on September 10, 2009, which is subject to review by the SEC. A
definitive Proxy Statement/Prospectus will be mailed to Ideation
stockholders. INVESTORS AND SECURITY HOLDERS OF IDEATION ARE URGED
TO READ A DEFINITIVE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors and security holders will be able
to obtain free copies of the Registration Statement and the
definitive Proxy Statement/Prospectus (when available) and other
documents filed with the SEC by Ideation through the website
maintained by the SEC at www.sec.gov under the registrant names
Ideation and "ID Arizona Corp." Free copies of the Registration
Statement and the Proxy Statement/Prospectus (when available) and
other documents filed with the SEC can also be obtained by
directing a request to Ideation, 1105 N. Market Street, Suite 1300,
Wilmington, Delaware 19801.
Ideation, SearchMedia and their respective directors, executive
officers, affiliates and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Ideation's directors
and executive officers is available in its Annual Report on Form
10-K for the year ended December 31, 2008, which was filed with the
SEC on March 20, 2009, and information regarding SearchMedia's
directors and executive officers is available in Ideation's and ID
Arizona Corp.'s preliminary Proxy Statement/Prospectus, Amendment
No. 2 of which was filed with the SEC on September 10, 2009, and
can be found on the SEC website at www.sec.gov under the registrant
name "ID Arizona Corp." Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the definitive Proxy Statement/Prospectus and
other relevant materials to be filed with the SEC when they become
available.
Contact: Devlin Lander ICR (415) 292-6855
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