a) Xhibit has built a solid digital agency team on the back of nutraceutical affiliate marketing offers, and enough revenue to support a trailing $300 - 500m valuation. But they realize their business isn't sustainable, and want to unlock the value of their team & experience with a larger play. They have failed at doing this with their own projects.
b) Najafi Companies, that originally owned Skymall, recognizes that the continued move to digital will eventually, and probably quite rapidly, decimate what is effectively a print advertising business in Skymall. They need a forward looking strategy, and a team that can execute said strategy ASAP.
c) Given that both companies are in Phoenix, a fit is recognized, and Skymall's recently appointed CEO Kevin Weiss is named CEO of the merged organizations. They sign him to a 5-year agreement to develop the digital strategy for Skymall and, given his background at "Author Solutions" which shows his experience in transitioning print-to-digital, this makes sense.
d) They hatched this plan when Xhibit's CEO met Skymall's CEO standing in line to use the restroom at a Phoenix Sun's game (a team that Najafi Companies has an investment in).