Jeff Epstein And Jeff Leddy Have Agreed To Join Board Of Directors
Of Global Eagle Entertainment Inc. After Closing Of Business
Combination
LOS ANGELES, Dec. 3, 2012 /PRNewswire/ -- Global Eagle
Acquisition Corp. (NASDAQ: EAGL; EAGLW; EAGLU) (Global Eagle),
founded by entertainment industry veterans Harry E. Sloan and Jeff
Sagansky, has announced that Jeff
Epstein, formerly the Executive Vice President and CFO of
Oracle Corporation, and Jeff Leddy,
the CEO of HUGHES Telematics, Inc., have agreed to join the Global
Eagle Board of Directors as independent directors upon closing of
its proposed business combination in which Global Eagle will
acquire Row 44, Inc. (Row 44) and 86% of Advanced Inflight Alliance
AG (GR:DVN1) (AIA) and will be renamed Global Eagle Entertainment
Inc. Epstein also has agreed to serve as the Chairman of the
Audit Committee.
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Global Eagle's stockholders will vote on the election of Epstein
and Leddy to the Board at Global Eagle's upcoming stockholder
meeting, at which the stockholders also will vote on the election
to the Board of Ed Shapiro, a
Partner and Vice President at PAR Capital Management, Inc., who
will serve as chairman, Harry E.
Sloan and Jeff
Sagansky. The Board also will include John LaValle, CEO of Row 44, and Louis Belanger-Martin, CEO of AIA.
Epstein brings more than 25 years of business and finance
management skills to the Global Eagle board, having served as EVP
and CFO of Oracle from 2008 to 2011. During his tenure at Oracle,
Epstein was responsible for all global finance functions and 6,500
employees in 72 countries. Epstein has also served as the Chief
Financial Officer at DoubleClick, VNU's Media Measurement and
Information Group (now Nielsen) and King World Productions (a unit
of CBS Entertainment). Currently, Epstein is a Senior Advisor at
Oak Hill Capital Partners and an Executive in Residence for
Bessemer Venture Partners, both of which are located in
Menlo Park, CA. Epstein
currently serves on the boards of Priceline.com and
Shutterstock.
Leddy is the Chief Executive Officer of HUGHES Telematics, a
leader in next generation connectivity solutions, a post he has
held since December of 2006. As the CEO, Leddy has led HUGHES
Telematics through two important transactions, first a business
combination with Polaris Acquisition Corp., a special purpose
acquisition company, followed by the acquisition of the company by
Verizon in 2012. With experience steeped in executive
management, technical design and strategy, and manufacturing, Leddy
was previously Chief Executive Officer and President of SkyTerra
Communications before spending more than 20 years in management
posts at EMS Technologies. Leddy has also served on the boards of
Hughes Communications, Inc. and its subsidiary Hughes Network
Systems LLC, Hughes Systique Corporation, ArrowStream Inc. and
SkyTerra, which was a public company at the time.
In making the announcement, Shapiro, Chairman of the Board of
Row 44 and Chairman-designate of Global Eagle Entertainment,
stated: "Having known Jeff Epstein
for more than 20 years, he has certainly demonstrated himself as a
strong CFO, bringing a wealth of relevant experience in technology,
entertainment, media and travel. I have also worked closely
with Jeff Leddy when PAR Capital was
a significant shareholder in HUGHES Telematics. Jeff Leddy's expertise in software
organizations, innovative developments and technology strategy is
invaluable. We look forward benefiting from their insights and
experience to strengthen Global Eagle's position as the leader in
the in-flight content and connectivity marketplace."
Epstein said: "The in-flight entertainment and information
marketplace is ready to take off to new and exciting heights, and
Global Eagle will be a powerhouse company, uniquely positioned to
capitalize on these opportunities. I look forward to being part of
this expanding venture, and I'm confident in the company's bright
future."
Leddy added: "I feel privileged to join such an exciting,
dynamic team and look forward to working closely with Ed and the
board to expand Global Eagle's market share with innovative
services, products and content."
On November 8, 2012, Global Eagle
announced the signing of definitive agreements under which Global
Eagle will acquire Row 44 and approximately 86% of AIA to create
the largest entertainment and connectivity platform for the
worldwide airline industry. AIA is the leading supplier of games,
movies, general entertainment and applications to the airline
industry, serving more than 130 airlines worldwide. Row 44 is a
leading satellite-based broadband service provider to the global
airline industry, with its in-flight entertainment connectivity
system currently installed on more than 400 aircraft that operate
over land and sea worldwide.
About Advanced Inflight Alliance AG
Advanced Inflight Alliance AG (AIA) is the world's leading
provider of innovative content and solutions for the in-flight
entertainment industry. Listed on the Frankfurt Stock Exchange,
AIA's subsidiaries are market-leading companies pioneering in the
"passenger experience" sector which provide content solutions such
as international and local audio, video, applications, games and
services to the majority of the world's airlines. AIA was
incorporated in Germany in 1998
and completed its initial public offering in 1999.
About Row 44
Row 44 is a satellite-based broadband services provider to the
global commercial airline industry. Its network enables airlines to
connect to orbiting Ku-band satellites and to communicate with
existing satellite ground earth stations. Row 44's in-cabin
communication link currently provides airline passengers with
Internet access, live television, shopping and flight and
destination information. Row 44 was formed in 2004, its WiFi
connectivity system was first deployed by a domestic commercial
airline in 2009 and its broadband services were fully operations in
2010. Currently installed on more than 400 aircraft, Row 44 has the
largest fleet of connected entertainment enabled planes that
operate over land and sea worldwide.
About Global Eagle
Global Eagle Acquisition Corp. is a special purpose acquisition
company formed for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination involving Global Eagle Acquisition
Corp. and one or more businesses. Global Eagle Acquisition Corp. is
a Delaware corporation formed in
2011. It raised approximately $190
million in its IPO in May 2011
and its securities are traded on NASDAQ under the ticker symbols
EAGL, EAGLW and EAGLU.
ADDITIONAL INFORMATION ABOUT THE BUSINESS COMBINATION AND WHERE
TO FIND IT
Global Eagle has filed with the Securities and Exchange Commission
(SEC) a preliminary proxy statement of Global Eagle in connection
with the proposed business combination and will mail a definitive
proxy statement and other relevant documents to its stockholders.
Global Eagle stockholders and other interested persons are advised
to read the preliminary proxy statement, and amendments thereto,
and, when available, the definitive proxy statement in connection
with Global Eagle's solicitation of proxies for the stockholder
meeting to be held to approve the business combination because the
proxy statement will contain important information about AIA, Row
44, Global Eagle and the proposed business combination. The
definitive proxy statement will be mailed to stockholders of Global
Eagle as of a record date to be established for voting on the
business combination. Stockholders will also be able to obtain
copies of the proxy statement, without charge, once available, at
the SEC's Internet site at http://www.sec.gov, or by directing a
request to: Global Eagle Acquisition Corp., 10900 Wilshire Blvd.,
Suite 1500, Los Angeles, CA 90024.
Attn.: James A. Graf, Chief
Financial Officer.
PARTICIPANTS IN THE SOLICITATION
Global Eagle and its directors and officers may be deemed
participants in the solicitation of proxies to Global Eagle's
stockholders with respect to the transaction. A list of the names
of those directors and officers and a description of their
interests in Global Eagle is contained in the proxy statement for
the proposed business combination.
FORWARD LOOKING STATEMENTS
This press release may include "forward looking statements" within
the meaning of the "safe harbor" provisions of the United Stated
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward looking statements with respect to
the timing of the proposed business combination with Row 44 and
AIA, as well as the expected performance, strategies, prospects and
other aspects of the businesses of Global Eagle, AIA, Row 44 and
the combined company after completion of the proposed business
combination, are based on current expectations that are subject to
risks and uncertainties.
A number of factors could cause actual results or outcomes to
differ materially from those indicated by such forward looking
statements. These factors include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of the merger agreement with Row 44 or
the stock purchase agreement for the acquisition of shares of AIA
(the "Business Combination Agreements"), (2) the outcome of any
legal proceedings that may be instituted against Global Eagle, AIA,
Row 44 or others following announcement of the Business Combination
Agreements and transactions contemplated therein; (3) the inability
to complete the transactions contemplated by the Business
Combination Agreements due to the failure to obtain approval of the
stockholders of the Global Eagle or other conditions to closing in
the Business Combination Agreement, (4) delays in obtaining,
adverse conditions contained in, or the inability to obtain
necessary regulatory approvals or complete regulatory reviews
required to complete the transactions contemplated by the Business
Combination Agreements; (5) the risk that the proposed transaction
disrupts current plans and operations as a result of the
announcement and consummation of the transactions described herein;
(6) the ability to recognize the anticipated benefits of the
business combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with suppliers and obtain
adequate supply of products and retain its key employees; (7) costs
related to the proposed business combination; (8) changes in
applicable laws or regulations; (9) the possibility that AIA and
Row 44 may be adversely affected by other economic, business,
and/or competitive factors; and (10) other risks and uncertainties
indicated from time to time in the proxy statement filed by Global
Eagle with the SEC, including those under "Risk Factors" therein,
and other filings with the SEC by Global Eagle.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made,
and Global Eagle, AIA and Row 44 undertake no obligation to update
or revise the forward-looking statements, whether as a result of
new information, future events or otherwise.
SOURCE Global Eagle Acquisition Corp.