Image Entertainment to be sold to Nyx

Deal worth $100 million

NEW YORK -- Image Entertainment is getting a makeover. The home video and music outfit is being sold to media investment group subsidiary Nyx Acquisitions in a $100 million deal, and will operate as a privately held entity.

The deal includes the assumption of Image's outstanding debt: $31.74 million as of the last reported quarter. Image stockholders are getting a good deal in these rough economic times. Each will receive $2.75 per share in cash under the merger terms, a 299% premium to the Nov. 20 closing share price of $0.69 and a 267% premium to the latest 30-day average closing price of $0.75.

Nyx is a subsidiary of new media investment group Q Black, LLC, led by co-founder and CEO Joe Bretz. Image CFO Jeff Framer says Bretz has followed the company since producing its Rob Schneider-toplined feature "The Chosen One," and his interest in digital technology dovetailed with Image's distribution strengths. Image's 3,500 DVD titles and 370 CD titles were also an attraction to the deal, and talks began in late summer.

Framer says no layoffs are planned among its 140 staffers. "They love the direction we're going and can supplement it with their digital expertise," he said. This year, Q Black Media partnered with Deviant Films to form a new indie feature production entity, Q Black Deviant.

"We weren't for sale, and board members were happy with our performance in the first six months of the year," said Framer. "[But] they felt the stock wasn't trading at its true value." One reason he cited was a proposed buyout by David Bergstein's BTP Acquisition Co. that never happened. Image stock was around $2 in March 2007 when the deal was proposed but fell to nearly half that price when the deal was called off in February, losing even more in the current financial crisis.

Image's board of directors unanimously approved the merger agreement, and stockholders owning approximately 38% of outstanding shares of common stock agreed to vote in favor of the transaction.

The transaction, subject to regulatory review and the approval of stockholders, is expected to close during the first quarter of 2009.

Paul Bond contributed to this report