BETHESDA, Md., April 2, 2012 — Robert L. Johnson, Chairman of The RLJ Companies and founder of Black Entertainment Television (BET), announced today that RLJ Acquisition, Inc. (OTCQB: RLJAU; RLJA; RLJAW) (the “Company”) has entered into agreements to acquire each of Image Entertainment, Inc. (OTCQB:DISK) and Acorn Media Group, Inc., two highly complementary media businesses to create one of the largest independent distributors of digital and video content globally. The new combined company will be named RLJ Entertainment, Inc. Shares of the new company are expected to trade on the NASDAQ Stock Market. RLJ Entertainment, where Johnson will serve as Executive Chairman, and will leverage his substantial expertise in media, consumer branding, and strategic relationships to accelerate growth and drive value creation.
Under the terms of the agreements, the holders of common stock of Image Entertainment will receive from RLJ Entertainment 2,139,000 shares of common stock of RLJ Entertainment and the holders of preferred stock of Image Entertainment will receive aggregate consideration of $22,600,000, which will be paid in cash and in the form of promissory notes to the holders of preferred stock of Image Entertainment. The shareholders of Acorn Media Group will receive $105 million in cash, 1,000,000 shares of common stock of RLJ Entertainment and warrants to purchase 1,000,000 shares of common stock of RLJ Entertainment. After the completion of the business combination, the current stockholders of Image Entertainment and Acorn Media Group will own approximately 11% and 5% of RLJ Entertainment, respectively, assuming no redemptions. The current stockholders of the Company will own approximately 74% of RLJ Entertainment, assuming no redemptions.
The business combination is subject to approval of the Company’s and Image Entertainment’s respective stockholders, as well as regulatory approval and other customary closing conditions. Assuming these conditions are met, the business combination is expected to be completed by the end of the second quarter of this year.
As Executive Chairman of RLJ Entertainment, I am looking forward to this unique business combination of Image Entertainment and Acorn Media Group,” said Johnson. “RLJ Entertainment will have a broad strategy for financial growth by providing content to all media platforms including broadcast and cable, DVD and Blu-Ray, digital downloads, and digital streaming. Image Entertainment is a leader in the urban, indepedent film, comedy, and horror genres, and Acorn Media Group, founded by Peter Edwards, who will serve as Vice Chairman of RLJ Entertainment, is a dynamic, brand-oriented company that provides engaging British drama, such as the Agatha Christie library, to its target audiences. I am excited to work with the management team to run a company that will increase the opportunity for independent and urban-oriented producers to reach a broader audience across the expanding number of media outlets. In a growing demand for global content, RLJ Entertainment will be well positioned by having a presence in the United States, Canada, Australia, and the United Kingdom,” Johnson concluded.
Image Entertainment is an integrated home entertainment company which primarily acquires and distributes entertainment programming across all media channels including digital, and is a leading independent licensee and distributor of entertainment in North America. Acorn Media Group is a leading independent distributor of British television programming to consumers in North America, and distributes in Australia and the U.K.
“I believe combining Acorn Media Group with Image Entertainment under the RLJ Entertainment brand and with Bob Johnson as Executive Chairman provides us with a more robust content library and a larger platform for continued growth,” said Ted Green, Chairman and Chief Executive Officer of Image Entertainment, who will serve as the Chief Executive Officer of RLJ Entertainment after the completion of the business combination.
“I am thrilled that Acorn Media Group, a company founded with a vision for British programming and a direct to consumer channel, will become part of RLJ Entertainment,” said Miguel Penella, Chief Executive Officer of Acorn Media Group. “We expect to greatly benefit from Bob Johnson’s vision as we continue to acquire library content and build Acorn TV,” he concluded.