One Horizon Group Announces Board Approval of 1-for-600 Reverse Stock Split

BAAR, Switzerland, June 26, 2013 /PRNewswire/ -- One Horizon Group, Inc. (OTCQB: OHGI) ("One Horizon Group" or the "Company"), which develops software application platforms that optimize mobile voice, instant messaging and advertising communications over the Internet, today announced that its Board of Directors has approved a reverse stock split of its common stock at a ratio of 1-for-600, to be effective subject to shareholder approval at its 2013 Annual Meeting of Shareholders (the "Annual Meeting"). The Company has filed a definitive information statement with the Securities and Exchange Commission (the "SEC") describing this and other proposals for approval at the Annual Meeting.  The information statement can be found on the SEC's website under http://www.sec.gov and on our corporate website, www.onehorizongroup.com (under the Investors Relations link), and is also being distributed to persons who were shareholders as of the record date for the Annual Meeting.

The reverse stock split would proportionately reduce the number of all issued and outstanding shares of the Company's common stock as well as proportionately adjust the amount of common stock underlying stock options and warrants outstanding immediately prior to the effectiveness of the reverse stock split. As a result of the reverse stock split, the Company's issued and outstanding shares of common stock are expected to decrease from approximately 18.9 billion pre-reverse stock split shares to approximately 31.5 million post-reverse stock split shares.

The Company expects the reverse stock split to become effective as soon as practicable following shareholder approval at the Annual Meeting and approval by the Financial Industry Regulatory Authority.  The Annual Meeting is to be held on August 6, 2013.

"The reverse stock split is an important step towards our goal of graduating to a senior stock market listing," stated Mark White, Chief Executive Officer of One Horizon Group. "Our objective is to have our capital markets strategies match our corporate growth opportunities and therefore trade on a national exchange that provides a more liquid trading security and enhanced investor engagement."

If the reverse stock split is approved by the shareholders, we would not issue fractional shares of common stock following the reverse split. Shareholders otherwise entitled to fractional shares would receive a cash payment equal to the closing price of the Company's common stock as reported by the OTCQB on the effective date of the reverse split. In addition, the amount of authorized shares of common stock would be reduced from 250,000,000,000 to 200,000,000, and the amount of authorized shares of preferred stock would be reduced from 150,000,000 to 50,000,000. Additional information about the reverse stock split is available in our information statement.

As described in the definitive information statement referred to above, at the Annual Meeting the Company also intends to propose the reincorporation of its state of incorporation from Pennsylvania to Delaware, reelection of its current directors, adoption of an equity incentive plan, a non-binding advisory vote on executive compensation, a non-binding advisory vote on the frequency of a non-binding advisory vote on executive compensation, and approval of the Company's 2013 Equity Incentive Plan.  Further information about these proposals is available in the Company's information statement.

About One Horizon Group, Inc.

One Horizon Group, Inc.'s business is to optimize communications over the Internet through its wholly owned subsidiary, Horizon Globex GmbH, which develops and markets one of the world's most bandwidth-efficient mobile voice over Internet Protocol ("VoIP") platforms for smartphones, and also offers a range of other optimized data applications including messaging and mobile advertising.  It is an ISO 9001 and ISO 20000-1 certified company.  The Company has operations in Switzerland, the United Kingdom, China, India, Singapore and Hong Kong.  For more information on the Company, its products and services, please visit http://www.onehorizongroup.com.

Safe Harbor Statement

This news release may contain "forward-looking" statements. These forward-looking statements are only predictions and are subject to certain risks, uncertainties and assumptions that could cause actual results to differ from those in the forward looking-statements. Potential risks and uncertainties include such factors as uncertainty of consumer demand for Company's products, as well as additional risks and uncertainties that are identified and described in the Company's SEC reports. Actual results may differ materially from the forward-looking statements in this press release. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company does not undertake, and it specifically disclaims, any obligation to update any forward-looking statements to reflect occurrences, developments, events or circumstances after the date of such statement.

Contact:
CCG Investor Relations
Crocker Coulson, President
Phone: + (1) 646-213-1915 
Email: [email protected]

SOURCE One Horizon Group, Inc.