Ted Green, Chairman and CEO of Image Entertainment, will serve as the Chief Executive Officer of RLJ Entertainment.
Silver Spring, Maryland company Acorn Media, which boasts a vast library of Brit TV series, and recently acquired a 64 percent stake in the Agatha Christie literary estate (40 television movies, 19 plays and more than 80 novels), will continue to be run by founder Peter Edwards, who will also serve as Vice Chairman of RLJ Entertainment. (TOH recently covered Acorn here).
Combined, the two media businesses would create one of the largest global indie distributors of digital and video content. Eventually, RLJ expects to trade shares of the new company on the NASDAQ Stock Market. More details from their press release:
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.