Image Entertainment And RLJ Acquisition Stockholders Approve Their Merger

9/20/2012 6:00 PM ET

Image Entertainment Inc. (DISK.PK) announced Thursday that its stockholders approved all of the proposals related to the proposed business combination with RLJ Acquisition Inc. (RLJAU.OB, RLJA.OB, RLJAW.OB). Approximately 93% of the outstanding shares of common stock of Image were voted in favor of the proposal to adopt the Agreement and Plan of Merger, dated as of April 2, 2012, by and among RLJ and Image and related proposals.

Earlier today, Robert Johnson, Chairman of The RLJ Companies and founder of Black Entertainment Television, announced that the stockholders of RLJ Acquisition Inc. approved all of the proposals related to the proposed business combination with Image Entertainment Inc.

Approximately 93% of the outstanding shares of common stock of RLJ were voted in favor of the proposal to adopt the Agreement and Plan of Merger, and approximately 76% of the shares of common stock of RLJ that voted on the proposal to adopt the RLJ Entertainment Inc. 2012 Incentive Compensation Plan were voted in favor of the proposal.

RLJ expects the business combination with Image and the acquisition of Acorn to close in early October.

In April 2012, RLJ Companies announced that RLJ Acquisition Inc. agreed to acquire each of Image Entertainment Inc. and Acorn Media Group Inc. to form one of the largest independent distributors of digital and video content worldwide. The new combined company would be named RLJ Entertainment Inc. Shares of the new company are anticipated to trade on the NASDAQ Stock Market.

As per the agreements, the common stock holders of Image Entertainment would receive from RLJ Entertainment 2.14 million shares of RLJ Entertainment and the holders of preferred stock of Image Entertainment would receive aggregate consideration of $22.6 million, which would be paid in cash and in the form of promissory notes to the holders of preferred stock of Image Entertainment. Acorn Media Group's shareholders would receive $105 million in cash, 1.0 million shares of RLJ Entertainment and warrants to buy 1.0 million shares of RLJ Entertainment.

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by RTT Staff Writer

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