Amends Shareholder Rights Plan
CHATSWORTH, Calif.--(BUSINESS WIRE)--Feb. 5, 2008--Image
Entertainment, Inc. (NASDAQ:DISK), a leading independent licensee,
producer and distributor of home entertainment programming in North
America, announced today that it has delivered a notice of termination
of its June 27, 2007 amended and restated merger agreement to BTP
Acquisition Company, LLC, an affiliate of David Bergstein, and
demanded the prompt payment of the $4.2 million business interruption
fee required by the merger agreement. In addition, the parties have
terminated the discussions that commenced on February 1, 2008.
In delivering the notice, Image Entertainment has requested that
R2D2, LLC and its wholly owned subsidiary CT1 Holdings, LLC promptly
pay Image Entertainment the $4.2 million business interruption fee
pursuant to R2D2's and CT1 Holdings' guarantee of the $4.2 million
fee. Image has instructed that the $3.0 million currently deposited in
trust be released to Image and that BTP provide the remaining $1.2
million in cash. In its filings with the Securities & Exchange
Commission, BTP identified R2D2 as its sole owner and David Bergstein
and Ron Tutor as the sole owners of R2D2.
An Image Entertainment spokesman said: "The Image Entertainment
Board of Directors has determined that the company is best served by
terminating the merger agreement and the constraints it imposes on
Image. Image granted numerous requests made by BTP to extend the
closing date to allow BTP the time to finalize the required financing
for the merger. We are very disappointed that despite Image's
willingness to close the merger and enormous patience, BTP was either
unable or unwilling to finance the transaction. We remain committed to
enhancing shareholder value and believe the immediate need is to move
forward and focus our energies on our business. In addition, our
termination of the merger agreement in no way affects our rights under
the output distribution agreement, as specifically indicated and
addressed in that agreement. Image remains in full compliance with the
distribution agreement and intends to fully enforce its rights under
that agreement."
Image also announced that in order to protect the interests of its
shareholders, it has amended its shareholder rights plan by decreasing
the defined "Acquiring Person" threshold from 30 percent to 15
percent, subject to exceptions for certain existing shareholders.
About Image Entertainment:
Image Entertainment, Inc. is a leading independent licensee,
producer and distributor of home entertainment programming in North
America, with approximately 3,000 exclusive DVD titles and
approximately 250 exclusive CD titles in domestic release and
approximately 450 programs internationally via sublicense agreements.
For many of its titles, the Company has exclusive audio and broadcast
rights and, through its subsidiary Egami Media, Inc., has digital
download rights to approximately 2,000 video programs and over 300
audio programs containing more than 4,500 tracks. The Company is
headquartered in Chatsworth, California. For more information about
Image Entertainment, Inc., please go to www.image-entertainment.com.
Forward-Looking Statements:
This press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
relating to, among other things, the proposed merger transaction
described in this press release. These statements may be identified by
the use of words such as "will," "may," "estimate," "expect,"
"intend," "plan," "believe," and other terms of similar meaning in
connection with any discussion of future operating or financial
performance. All forward-looking statements are based on management's
current expectations and involve inherent risks and uncertainties,
including factors that could delay, divert or change any of them, and
could cause actual outcomes and results to differ materially from
current expectations.
These factors include, among other things, our inability to raise
additional working capital, changes in debt and equity markets,
increased competitive pressures, changes in our business plan, changes
in the retail DVD and entertainment industries, and our inability to
effectively manage future growth from the CTI Holdings distribution
agreement. For further details and a discussion of these and other
risks and uncertainties, see "Forward-Looking Statements" and "Risk
Factors" in our most recent Annual Report on Form 10-K, and our most
recent Quarterly Report on Form 10-Q. Many of the factors that will
determine the outcome of the subject matter of this press release are
beyond Image Entertainment's ability to control or predict. Unless
otherwise required by law, we undertake no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events or otherwise.
CONTACT: Image Entertainment, Inc.
Jeff M. Framer
818-407-9100 ext. 299
jframer@image-entertainment.com
SOURCE: Image Entertainment, Inc.