The parties said the acquisition price represented a 299% premium to Image's closing share price of $0.69 on November 20 and a 267% premium to the 30-day average closing price of $0.75 ended November 20.
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 and is expected to occur during the first quarter of 2009.
'This deal allows Image to expand its overall business and grow as a vertically-integrated entertainment company,' Image Entertainment president David Borshell said in a statement. 'By combining Image's established infrastructure and highly regarded home video, digital and television distribution capabilities with Q Black's content creation and digital technology expertise, the parties create a much larger and exciting organisation, one very much focused on feature films and well prepared to take advantage of evolving distribution strategies.'
'Image is one of those companies that gets stronger in the face of adversity,' Joe Q Bretz, CEO of Q Black Media, the privately held San Francisco-based new media and global investment group that owns Nyx Acquisitions, said. He added that Image would continue to acquire, produce and expand its library.
Gordon Bava and David Grinberg of Manatt, Phelps and Phillips acted as legal advisor to Image in the transaction, while Joshua A Ridless of Ridless Law Offices acted as legal advisor to Q Black. Raymond James & Associates provided a fairness opinion to Image's board of directors.