Los Angeles-based entrepreneur David Bergstein is poised to add a home entertainment platform to his growing entertainment empire as he closes in on the acquisition of Image Entertainment.
Bergstein bought the UK's Capitol Films and New York-based THINKFilm earlier this year. Now BTP Acquisition Company, the investor group he leads, has agreed terms to buy Image - which commands a library of some 3,000 DVD titles - in a transaction valued at approximately $132m.
The amount includes the assumption of a replication advance in excess of $9m and approximately $24m in debt.
Image had fought off a hostile takeover bid late last year from Lionsgate.
Under the terms of the agreement, Image stockholders will receive $4.40 per share in cash. The agreed-upon acquisition price represents a 27% premium to Image's closing share price of $3.46 on Mar 29, and a 35% premium to the 30-day average price ended Mar 29, 2007.
Stockholders owning a total of approximately 38% of Image's outstanding shares of common stock have agreed to vote their shares in favour of the transaction.
Completion of the transaction is subject to customary closing conditions, including regulatory review and the approval of the transaction by Image stockholders, and is expected to close by Jul 31.
'We are very pleased to announce a transaction that provides excellent value for our stockholders, representing a significant premium to our recent stock price and the certainty of cash,' Image's chairman and chief executive officer Martin W Greenwald said.
'Our board of directors firmly believes that this is the right transaction for our stockholders, employees and customers. The transaction allows Image to remain a viable and important force in the entertainment industry, and to continue leveraging our strong home entertainment operations.'
'Image's executive management team has built a first-rate company, and we are pleased to be able to provide a strong cash price to the Image stockholders and maintain Image as the leading independent home entertainment distributor,' Bergstein said.
Both debt and equity financing for the transaction are committed by Bergstein and his investor group and by D B Zwirn & Co, a global merchant capital provider and alternative investment fund.
Lazard acted as financial advisor to Image and Manatt, Phelps & Phillips acted as legal advisor to Image in connection with the transaction. In addition, Raymond James & Associates provided a fairness opinion to Image's board of directors.
The investor group was advised by Barnes Morris Klein Mark Yorn Barnes & Levine and Bingham McCutchen.
Bergstein bought the UK's Capitol Films and New York-based THINKFilm earlier this year. Now BTP Acquisition Company, the investor group he leads, has agreed terms to buy Image - which commands a library of some 3,000 DVD titles - in a transaction valued at approximately $132m.
The amount includes the assumption of a replication advance in excess of $9m and approximately $24m in debt.
Image had fought off a hostile takeover bid late last year from Lionsgate.
Under the terms of the agreement, Image stockholders will receive $4.40 per share in cash. The agreed-upon acquisition price represents a 27% premium to Image's closing share price of $3.46 on Mar 29, and a 35% premium to the 30-day average price ended Mar 29, 2007.
Stockholders owning a total of approximately 38% of Image's outstanding shares of common stock have agreed to vote their shares in favour of the transaction.
Completion of the transaction is subject to customary closing conditions, including regulatory review and the approval of the transaction by Image stockholders, and is expected to close by Jul 31.
'We are very pleased to announce a transaction that provides excellent value for our stockholders, representing a significant premium to our recent stock price and the certainty of cash,' Image's chairman and chief executive officer Martin W Greenwald said.
'Our board of directors firmly believes that this is the right transaction for our stockholders, employees and customers. The transaction allows Image to remain a viable and important force in the entertainment industry, and to continue leveraging our strong home entertainment operations.'
'Image's executive management team has built a first-rate company, and we are pleased to be able to provide a strong cash price to the Image stockholders and maintain Image as the leading independent home entertainment distributor,' Bergstein said.
Both debt and equity financing for the transaction are committed by Bergstein and his investor group and by D B Zwirn & Co, a global merchant capital provider and alternative investment fund.
Lazard acted as financial advisor to Image and Manatt, Phelps & Phillips acted as legal advisor to Image in connection with the transaction. In addition, Raymond James & Associates provided a fairness opinion to Image's board of directors.
The investor group was advised by Barnes Morris Klein Mark Yorn Barnes & Levine and Bingham McCutchen.
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