Robert Johnson, Chairman of The RLJ Companies and founder of Black Entertainment Television (BET), announced that RLJ Acquisition Inc. agreed to acquire each of Image Entertainment Inc. (DISK.PK) 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.
RLJ Entertainment, where Johnson would serve as Executive Chairman, and would leverage his substantial expertise in media, consumer branding, and strategic relationships to accelerate growth and drive value creation.
Pursuant to 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.
After the business combination's close, the current stockholders of Image Entertainment and Acorn Media Group would own about 11% and 5% of RLJ Entertainment, respectively, assuming no redemptions. The current stockholders of the company would own some 74% of RLJ Entertainment, assuming no redemptions.
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