Filed
by Ideation Acquisition Corp. pursuant to
Rule 425 under the Securities Act of 1933, as
amended, and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act
of 1934, as amended.
Subject Company: Ideation Acquisition Corp.
(Commission File No. 001-33800)
and
ID Arizona Corp.
(Registration Statement No. 333-158336)
Ideation Acquisition Corp. Sets Date for Special Meeting of Stockholders to Approve a
Business Combination with SearchMedia International Limited
Wilmington, Delaware September 10, 2009 Ideation Acquisition Corp. (Ideation or the
Company) (NYSE Amex: IDI, IDI.U, 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 Ideations Certificate of
Incorporation to provide conversion rights to holders of shares issued in Ideations 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 Caymans Memorandum of Association of
1,000,000,000 ordinary shares, as compared to 50,000,000 shares of common stock currently
authorized in Ideations amended and restated certificate of incorporation, dated November 21,
2007, which we refer to as Ideations Certificate of Incorporation, and 10,000,000 preferred
shares, as compared to 1,000,000 shares of preferred stock currently authorized under Ideations
Certificate of Incorporation; (5) to approve in ID Caymans Articles of Association the elimination
of the classified board currently authorized in Ideations Certificate of Incorporation; (6) to
approve in ID Caymans Articles of Association a provision providing that the amendment of either
of ID Caymans 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 Ideations Certificate of Incorporation; (7)
to approve in ID Caymans 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 Ideations 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 Caymans Memorandum of Association a provision providing for
the perpetual existence of the company, as compared to a provision providing for the termination of
the companys existence on November 19, 2009 as set forth in Ideations 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 Chinas 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. SearchMedias 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 Ideations 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 Ideations 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 SearchMedias directors and executive officers is
available in Ideations 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