Image Entertainment - DISK - Merger zu 2,75 Dollar - 500 Beiträge pro Seite

[GL1800]

. . . . . . . . . . . .


Kurs ist gerade bei 1,75 Dollar - Also genau 1,00 Dollar Gewinn/Aktie bis 2,75 Dollar garantiert

Gruß GL1800
___________________________________________________________________________

Image Entertainment Signs Definitive Merger Agreement to Sell Company for Approximately $100 Million

Stockholders to Receive $2.75 per Share in Cash
Image to Operate as Private Entity

CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQ: DISK ), a leading independent licensee, producer and distributor of entertainment programming in North America, announced today that it has entered into a definitive merger agreement with Nyx Acquisitions, Inc. to sell Image in a transaction valued at approximately $100 million, including the assumption of the company's outstanding debt under its credit facility, replication advance obligation and convertible note.

Under the terms of the merger agreement, Image stockholders will receive $2.75 per share in cash. The agreed-upon acquisition price represents a 299% premium to Image's closing share price of $0.69 on November 20, 2008, and a 267% premium to the 30-day average closing price of $0.75 ended November 20, 2008.

Stockholders owning a total of approximately 38% of Image's outstanding shares of common stock have agreed to vote their shares in favor 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. The transaction is not subject to a financing condition and is expected to close during the first quarter of 2009.

Nyx Acquisitions, Inc. is a wholly-owned subsidiary of Q Black, LLC, led by co-founder and CEO Joe Q. Bretz. Q Black operates under the name Q Black Media. Q Black is chaired by Chris Luu, with co-founder David Blackford serving as its COO and Brian Lillquist as its Vice President of Business Development. CIO Richard Verdoni heads Q Black's offices in Mexico City.

David Borshell, President of Image Entertainment, stated, "Executive management and the company's Board of Directors never gave up on finding a way to maximize shareholder value, even during a challenging financial environment. We have been successfully executing the business plan we put in place about a year ago and by doing so developed a strong and healthy business which obviously kept potential suitors interested.

"This deal allows Image to expand its overall business and grow as a vertically-integrated entertainment company. 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 organization, one very much focused on feature films and well prepared to take advantage of evolving distribution strategies," concluded Borshell.

Martin W. Greenwald, Image Entertainment's Chairman of the Board, stated, "I've been fortunate over the past three decades to be part of Image as it has grown to become a dominant player in the entertainment industry. We have a very supportive shareholder base, great content partnerships, an extraordinary group of retailers who support our efforts and an incredible group of employees who acted as the lightening rod that made it all come together.

"I am elated that the company will further grow in the very capable hands of Joe Bretz. Joe is committed to keep Image Entertainment a well-respected content and distribution entity and has designed an exciting and aggressive roadmap to expand Image's reach into new and growing technologies. I feel blessed to have been part of this great company and will be on the sidelines, proudly smiling, as Image continues to mature," concluded Greenwald.

Joe Q. Bretz, CEO of Q Black Media, stated, "Image is one of those companies that gets stronger in the face of adversity. The accomplishments of its senior management team over the past several months are undeniably impressive--they've built a solidly growing revenue base by leveraging their distribution capabilities across all formats and platforms. Our international reach and digital expertise in conjunction with the drive and vision of the current management team makes Image a force to be reckoned with. Image will continue to acquire high profile programming, develop new and exciting original content from concept to completion and, of course, utilize its vast library.

"I'm both proud and excited to be part of this company and look forward to the future as we take Image to new levels," concluded Bretz.

The Board of Directors of Image unanimously approved the merger agreement and has recommended that Image stockholders vote in favor of the transaction.

In connection with the transaction, Gordon Bava and David Grinberg of Manatt, Phelps and Phillips, LLP acted as legal advisor to Image, Joshua A. Ridless of Ridless Law Offices acted as legal advisor to Q Black, LLC and Raymond James & Associates, Inc. provided a fairness opinion to the Board of Directors of Image.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

About Investor Group:

Nyx Acquisitions, Inc. is a wholly-owned subsidiary of Q Black Media, which is a privately-held, San Francisco-based new media and global investment group with a central mission of advancing the convergence of digital technologies with traditional media. Q Black Media places an emphasis in creating original content, improving production efficiency, and innovating content delivery. It has a multi-purpose entertainment platform comprised of diverse subsidiaries including its film production, nightclub development, real estate, and technology incubation divisions. Q Black has built a library of original content that includes reality television series, documentaries, and concert footage. In 2007, Q Black Media forged a collaborative venture with John and Rob Schneider (Deuce Bigalow, The Hot Chick, The Animal), and have since completed their first of three feature films together. In 2008, Q Black Media partnered with Deviant Films (This Girl's Life, Dirty, The Last Word, Spun) to form a new entity, Q Black Deviant, which produces independent feature films. For more information about the Company, please visit www.qblackmedia.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Important Legal Information:

In connection with the proposed transaction, Image Entertainment, Inc. will file a proxy statement with the Securities and Exchange Commission. Before making any voting or investment decision, investors and security holders of Image Entertainment are urged to carefully read the entire proxy statement, when it becomes available, and any other relevant documents filed with the Securities and Exchange Commission, as well as any amendments or supplements to those documents, because they will contain important information about the proposed transaction. A definitive proxy statement will be sent to the stockholders of Image Entertainment in connection with the proposed transaction. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Image Entertainment at the Securities and Exchange Commission's Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from Image Entertainment by directing such request to Image Entertainment, Inc., 20525 Nordhoff Street, Suite 200, Chatsworth, CA 91311, Attention: Michael Bayer, Corporate Secretary, telephone: [phone] .

Image Entertainment, its directors, executive officers and other members of its management, employees, and certain other persons may be deemed to be participants in the solicitation of proxies from Image Entertainment stockholders in connection with the proposed transaction. Information about the interests of Image Entertainment's participants in the solicitation is set forth in Image Entertainment's proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the transaction when it becomes available.

Source: Image Entertainment, Inc.

Quelle: http://www.nasdaq.com/aspxcontent/newsheadlines.aspx?symbol=…

[GL1800]

Image Entertainment inks definitive merger deal to vend itself for around $100 Mln - Update

(RTTNews) - Thursday, Image Entertainment, Inc. (DISK), a producer of home entertainment program, said it signed a definitive merger agreement with Nyx Acquisitions, Inc. to sell Image in a transaction worth around $100 million. Image Entertainment noted that the deal covers the assumption of its outstanding debt under its credit facility, replication advance obligation and convertible note.

As per the agreement, Image stockholders will receive $2.75 per share in cash. The agreed-upon acquisition price represents a 299% premium to Image's closing share price of $0.69 on November 20, 2008, and a 267% premium to the 30-day average closing price of $0.75 ended November 20, 2008.

The transaction will be completed based on customary closing conditions, which includes regulatory review and the approval of the transaction by Image stockholders. Meanwhile, it is not subject to a financing condition and is anticipated to close during the first quarter of 2009.

Image Entertainment stated that stockholders holding an aggregate of around 38% of the company's outstanding shares of common stock agreed to vote their shares in favor of the transaction.

Commenting on the deal, David Borshell, president of Image Entertainment, said, "The deal allows Image to expand its overall business and grow as a vertically-integrated entertainment company. 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 organization, one very much focused on feature films and well prepared to take advantage of evolving distribution strategies."

DISK dropped $0.11, or 13.75%, on Thursday and ended trading at $0.69, on a volume of 138K shares. In the after-hours, the company's shares climbed $1.42, or 205.80%, to $2.11.

For comments and feedback: contact [e-mail]

[GL1800]

Image Entertainment Surges In Pre-Market On Merger Deal

(RTTNews) - Image Entertainment (DISK) jumped in pre-market trading, after signing a definitive merger agreement to sell the company for about $100 million.

The stock was up $1.55 around 9:10 am ET, spiking up to $2.24. If pre-market gains hold, the stock will open at its highest level since late February.

Thursday, Image Entertainment said it signed a definitive merger agreement with Nyx Acquisitions, Inc. to sell Image in a transaction worth around $100 million. Image Entertainment noted that the deal covers the assumption of its outstanding debt under its credit facility, replication advance obligation and convertible note. ...

[honorar]

Da geht noch was. Sind ja noch weit von den 2,75 entfernt.

[Papasimon]

Antwort auf Beitrag Nr.: 36.038.466 von honorar am 21.11.08 21:01:02

ist die Finanzierun gesichert?

Zu der moemtnanen Zeit?

[GL1800]

SPECIAL MEETING OF STOCKHOLDERS MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

January 14, 2009
Dear Image Stockholder:
You are cordially invited to attend a special meeting of stockholders of Image Entertainment, Inc., which is scheduled to be held at The InterContinental Hotel Los Angeles Century City, 2151 Avenue of the Stars, Los Angeles, California 90067, on Tuesday, February 24, 2009, at 10:00 a.m. local time.
On November 17, 2008, our board of directors approved, and on November 20, 2008, we entered into, a merger agreement providing for the acquisition of Image by Nyx Acquisitions, Inc., a Delaware corporation, or Nyx. If the merger is completed, you will be entitled to receive $2.75 per share in cash, without interest, for all of the shares of our common stock that you own at the time of the merger.
At the special meeting, you will be asked to adopt the merger agreement. After careful consideration and review of the terms and conditions of the proposed merger, the board of directors unanimously approved the merger agreement, determined that the merger agreement is fair to, and in the best interests of, Image and its stockholders, and declared advisable the merger agreement and the transactions contemplated by the merger agreement (including the merger).
The board of directors unanimously recommends that Image stockholders vote, in person or by properly executed proxy, FOR adoption of the merger agreement. . . .

Quelle: http://phx.corporate-ir.net/phoenix.zhtml?c=109706&p=irol-se…

Gruß GL1800

[GL1800]

Image Entertainment Declares Nyx Acquisitions in Breach of Merger Agreement
The Company is Evaluating All Options and Remedies, Including Termination of the Merger Agreement

CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that it notified Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC and Joe Q. Bretz, that Nyx is in breach of the merger agreement, dated November 20, 2008.

Under the merger agreement, Nyx agreed to acquire 100% of the outstanding common stock of Image Entertainment for $2.75 per share in cash. Contemporaneously with the execution of the merger agreement, Nyx made an initial deposit of $500,000 into a trust account in order to secure payment of the $1.8 million business interruption fee. . . .

Quelle: http://www.image-entertainment.com/about_us/investors/

[honorar]

Antwort auf Beitrag Nr.: 36.483.576 von GL1800 am 30.01.09 16:57:46

Nachtrag vom 12.02.09:


Image Entertainment Announces Receipt of $1.8 Million Deposit


Nyx Cures Breach of Merger Agreement; $1.3 Million Delivered to Add to $500,000 Already Received


CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that an additional $1.3 million was delivered to Image as security for the payment of the business interruption fee.

Image formally notified Nyx Acquisitions Inc. that delivery of the additional $1.3 million cured the breach of the merger agreement declared by Image in its letter to Nyx dated January 29, 2009.

A spokesman for Image Entertainment stated: "In connection with the delivery of the additional $1.3 million, Nyx, Q-Black, LLC and its principals provided assurances to Image that Nyx is fully capable of and committed to closing the merger. As a result, Image fully expects that, subject to stockholder approval of the merger on February 24, 2009, the merger will close on February 26, 2009."

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Important Legal Information

In connection with the proposed transaction, on January 15, 2009, Image Entertainment, Inc. filed a definitive proxy statement with the Securities and Exchange Commission. Before making any voting or investment decision, investors and security holders of Image Entertainment are urged to carefully read the entire proxy statement, and any other relevant documents filed with the Securities and Exchange Commission, as well as any amendments or supplements to those documents, because they contain important information about the proposed transaction. The proxy statement was disseminated to the stockholders of Image Entertainment on or about January 20, 2009. Investors and security holders may obtain a free copy of the proxy statement and other documents filed by Image Entertainment at the Securities and Exchange Commission's Web site at http://www.sec.gov. The proxy statement and such other documents may also be obtained for free from Image Entertainment by directing such request to Image Entertainment, Inc., 20525 Nordhoff Street, Suite 200, Chatsworth, CA 91311, Attention: Michael Bayer, Corporate Secretary, telephone: [phone].

Image Entertainment, its directors, executive officers and other members of its management, employees, and certain other persons may be deemed to be participants in the solicitation of proxies from Image Entertainment stockholders in connection with the proposed transaction. Information about the interests of Image Entertainment's participants in the solicitation is set forth in Image Entertainment's proxy statements and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission, and in the definitive proxy statement relating to the transaction.



Source: Image Entertainment, Inc.



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[honorar]

Auch vom 12.02.09:


Image Entertainment Reports Third Quarter Fiscal 2009 Financial Results


Net Revenues Increase Approximately 43% to $39.2 Million over Third Quarter Fiscal 2008
Earnings from Operations of Approximately $2 Million, Compared to Prior Year Loss from Operations of ($1.7 Million)


CHATSWORTH, Calif.--(BUSINESS WIRE)-- Feb. 12, 2009 - Image Entertainment, Inc. (NASDAQISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, today reported financial results for its third quarter of fiscal 2009, ended December 31, 2008.

"Our third quarter net revenues were just slightly off a company record," stated David Borshell, President of Image Entertainment. "While the home entertainment marketplace has been challenged, we have been very fortunate this fiscal year to have significantly increased our revenues and generated both positive operating and net income. We are well positioned in this industry and will continue to aggressively take advantage of the higher profile programming opportunities available to us."

"With that said, we do need to drive stronger bottom line results. We're making a diligent effort to reduce overall expenses and are doing what is necessary to strive for consistent operating profitability," concluded Borshell.

Fiscal 2009 Third Quarter Ended December 31, 2008 Financial Summary

-- Net revenues increased 43.2% to $39.2 million, compared to $27.3 million
for the third quarter of fiscal 2008.
o Net revenues from digital distribution were $976,000, a 88.1% increase
when compared to $519,000 for the third quarter of fiscal 2008.
-- Gross margins were 25.4%, compared to 19.4% for the third quarter of
fiscal 2008.
-- Selling expenses were 9.8% of net revenues, down from 10.3% of net
revenues, for the third quarter of fiscal 2008 due to the spreading of
fixed selling expenses over substantially higher quarterly revenues.
-- General and administrative expenses increased slightly to $4,128,000,
from $4,071,000 for the third quarter of fiscal 2008. Proposed merger
related costs increased to $561,000 from $228,000 for the third quarter
of fiscal 2008.
-- Earnings from operations were $1,988,000, compared to a loss from
operations of ($1,747,000) for the third quarter of fiscal 2008.
-- Interest expense decreased slightly to $876,000 from $901,000 for the
third quarter of fiscal 2008.
-- Other expense was $794,000, compared to other income of $603,000 for the
third quarter of fiscal 2008, representing a noncash charge during the
third quarter of fiscal 2009 due to the change in fair value of a
warrant and embedded derivatives.
-- Net earnings were $304,000, or $.01 per diluted share, compared to a net
loss of ($2,052,000), or ($0.09) per diluted share, for the third
quarter of fiscal 2008.

Fiscal 2009 Nine Months Ended December 31, 2008 Financial Summary

-- Net revenues increased 49.1% to $104.1 million, compared to $69.9
million for the first nine months of fiscal 2008.
o Net revenues from digital distribution were $2.7 million, a 67.8%
increase when compared to $1.6 million for the first nine months of
fiscal 2008.
-- Gross margins were 24.3%, compared to 20.3% for the first nine months of
fiscal 2008.
-- Selling expenses were 11.1% of net revenues, up from 10.1% of net
revenues for first nine months of fiscal 2008, primarily due to
increased advertising and promotional expenses associated with the
Company's new feature film distribution initiative.
-- General and administrative expenses decreased 9.2% to $11.7 million,
from $12.9 million for the first nine months of fiscal 2008. The Company
experienced comparatively reduced proposed merger related costs during
the nine months ended December 31, 2008, as well as reduced depreciation
expense due to the closure of the Company's Las Vegas distribution
facility in the prior fiscal year.
-- Earnings from operations were $2,003,000, compared to a loss from
operations of ($6.4 million) for the first nine months of fiscal 2008.
-- Interest expense increased to $2.6 million, compared to $2.5 million for
the first nine months of fiscal 2008.
-- Net earnings were $1.5 million, or $0.07 per diluted share, compared to
a net loss of ($8.3 million), or ($0.38) per diluted share for the first
nine months of fiscal 2008.

Best-selling DVD releases for the quarter included: Jeff Dunham: Very Special Christmas Special, Stuck, The Who: Live at Kilburn: 1977, and Ghost Hunters Season 4: Part 1.

Fiscal Year 2009 Guidance

The following statements are based on the Company's current expectations. These statements are forward-looking, and actual results may differ materially.

In a press release dated February 2, 2009, the Company increased its annual net revenue guidance for fiscal 2009 to an expected range of $128 million to $131 million, up from its previous guidance of $120 million to $130 million. The Company reaffirms such increased guidance. The Company has not provided specific earnings guidance.

Corporate Conference Call

Image Entertainment's management will host a conference call today, February 12, at 4:30 p.m. ET to review the fiscal 2009 third quarter financial results. Image executive management will be on-line to discuss these results and take part in a Q & A session. The call can be accessed by dialing [phone] and requesting to join the conference call by stating the confirmation code 9249104, or by webcast at www.image-entertainment.com. Dial-ins begin at approximately 4:20 p.m. Eastern time, or at any time during the conference call. International participants please dial [phone].

A replay of the conference call will be available beginning two hours after the call and for the following five business days by dialing [phone] and entering the following pass code: 9249104. International participants please dial [phone] using the same passcode.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, but are not limited to, (a) our ability to secure media content on acceptable terms, (b) our ability to service our principal and interest obligations on our outstanding debt, (c) the ability of our common stock to continue trading on NASDAQ, (d) changes in the retail DVD and digital media and entertainment industries, (e) changes in our business plan, (f) our inability to raise additional working capital on acceptable terms, (g) heightened competition, including with respect to pricing, entry of new competitors, the development of new products by new and existing competitors, (h) changes in general economic conditions, including the performance of financial markets and interest rates, (i) difficult, adverse and volatile conditions in the global and domestic capital and credit markets, (j) claims that we infringe other parties' intellectual property, (k) the performance of business partners upon whom we depend, (l) changes in accounting standards, practices or policies, (m) adverse results or other consequences from litigation, arbitration or regulatory investigations, and (n) further sales or dilution of our equity, which may adversely affect the market price of our common stock.

For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Reports on Form 10-Q. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict. Actual results for the periods identified may differ materially from management's expectations. Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


IMAGE ENTERTAINMENT, INC.
and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(unaudited)

December 31, 2008 and March 31, 2008

ASSETS

(In thousands) December 31, 2008 March 31, 2008*

Current assets:

Cash and cash equivalents $ 780 $ 1,606

Accounts receivable, net of allowances of
$11,722 - December 31, 2008; 30,421 17,873
$8,548 - March 31, 2008

Inventories 15,897 16,379

Royalty and distribution fee advances 16,585 13,939

Prepaid expenses and other assets 1,315 1,488

Total current assets 64,998 51,285

Noncurrent inventories, principally 2,791 2,632
production costs

Noncurrent royalty and distribution 23,445 21,356
advances

Property, equipment and improvements, net 2,425 3,089

Goodwill 5,715 5,715

Other assets 291 736

Total assets $ 99,665 $ 84,813



* The March 31, 2008 consolidated balance sheet has been derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2008.


IMAGE ENTERTAINMENT, INC.
and Subsidiaries

CONSOLIDATED BALANCE SHEETS

(unaudited)

December 31, 2008 and March 31, 2008

LIABILITIES AND STOCKHOLDERS' EQUITY

(In thousands, except share data) December 31, 2008 March 31, 2008*

Current liabilities:

Accounts payable $ 12,230 $ 11,387

Accrued liabilities 8,169 5,877

Accrued royalties and distribution fees 23,625 13,961

Accrued music publishing fees 6,070 5,971

Deferred revenue 5,818 10,598

Revolving credit facility 12,064 5,165

Current portion of long-term debt, net of 10,274 5,759
debt discount

Total current liabilities 78,250 58,718

Long-term debt, net of debt discount and 10,056 16,309
current portion

Other long-term liabilities, less current 2,545 2,560
portion

Total liabilities 90,851 77,587

Stockholders' equity:

Preferred stock, $.0001 par value, 25
million shares authorized; none issued and -- --
outstanding

Common stock, $.0001 par value, 100 million
shares authorized; 21,856,000 issued and 2 2
outstanding at December 31, 2008 and March
31, 2008, respectively

Additional paid-in capital 52,671 52,618

Accumulated deficit (43,859 ) (45,394 )

Total stockholders' equity 8,814 7,226

Total liabilities and stockholders' equity $ 99,665 $ 84,813



* The March 31, 2008 consolidated balance sheet has been derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2008.


IMAGE ENTERTAINMENT, INC.
and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

For the Three Months Ended December 31, 2008 and 2007

Three Months Ended

(In thousands, except per share data) December 31, 2008 December 31, 2007

NET REVENUES $ 39,156 100.0 % $ 27,343 100.0 %

OPERATING COSTS AND EXPENSES:

Cost of sales 29,219 74.6 22,033 80.6

Selling expenses 3,821 9.8 2,816 10.3

General and administrative expenses 4,128 10.5 4,071 14.9

Restructuring expenses -- -- 170 0.6

37,168 94.9 29,090 106.4

EARNINGS (LOSS) FROM OPERATIONS 1,988 5.1 (1,747 ) (6.4 )

OTHER EXPENSES (INCOME):

Interest expense, net 876 2.2 901 3.3

Other 794 2.0 (603 ) (2.2 )

1,670 4.3 298 1.1

EARNINGS (LOSS) BEFORE INCOME TAXES 318 0.8 (2,045 ) (7.4 )

INCOME TAX EXPENSE 14 0.0 7 0.0

NET EARNINGS (LOSS) $ 304 0.8 % $ (2,052 ) (7.4 ) %

NET EARNINGS (LOSS) PER SHARE:

Net earnings (loss) - basic and $ .01 $ (.09 )
diluted

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING:

Basic 21,856 21,740

Diluted 21,947 21,740




IMAGE ENTERTAINMENT, INC.
and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

For the Nine Months Ended December 31, 2008 and 2007

Nine Months Ended

(In thousands, except per share December 31, 2008 December 31, 2007
data)

NET REVENUES $ 104,122 100.0 % $ 69,854 100.0 %

OPERATING COSTS AND EXPENSES:

Cost of sales 78,823 75.7 55,695 79.7

Selling expenses 11,586 11.1 7,037 10.1

General and administrative expenses 11,710 11.2 12,900 18.5

Restructuring expenses -- -- 612 0.9

102,119 98.1 76,244 109.1

EARNINGS (LOSS) FROM OPERATIONS 2,003 1.9 (6,390 ) (9.1 )

OTHER EXPENSES (INCOME):

Interest expense, net 2,614 2.5 2,502 3.6

Other (2,222 ) (2.1 ) (603 ) (0.9 )

392 0.4 1,899 2.7

EARNINGS (LOSS) BEFORE INCOME TAXES 1,611 1.5 (8,289 ) (11.9 )

INCOME TAXES 76 0.1 45 0.1

NET EARNINGS (LOSS) $ 1,535 1.5 % $ (8,334 ) (11.9 ) %

NET EARNINGS (LOSS) PER SHARE:

Net earnings (loss) - basic and $ .07 $ (.38 )
diluted

WEIGHTED-AVERAGE COMMON SHARES
OUTSTANDING:

Basic 21,856 21,725

Diluted 21,886 21,725






Source: Image Entertainment, Inc.

[honorar]

Antwort auf Beitrag Nr.: 36.641.959 von honorar am 24.02.09 14:06:35

As a result, Image fully expects that, subject to stockholder approval of the merger on February 24, 2009, the merger will close on February 26, 2009."



Heute will man also die Zustimmung der Aktionäre einholen und übermorgen den merger schliessen?

Ich könnte mir auch vorstellen, dass hier heute evtl. noch ein GAP geschlossen wird.

[honorar]

Antwort auf Beitrag Nr.: 36.642.030 von honorar am 24.02.09 14:13:36

[honorar]

Symbol Last Sale Change % Change Share Volume Market
DISK*
* DISK held, view Company news for DISK
$1.92 $0.45 30.61% 289,515 NASDAQ-GM

[honorar]

Antwort auf Beitrag Nr.: 36.645.565 von honorar am 24.02.09 20:45:30

Image Entertainment stockholders vote to adopt agreement and plan of merger for acquisition of Image by Nyx Acquisitions



(RTTNews) - Image Entertainment stockholders vote to adopt agreement and plan of merger for acquisition of Image by Nyx Acquisitions

For comments and feedback: contact [e-mail]

[honorar]

Antwort auf Beitrag Nr.: 36.645.565 von honorar am 24.02.09 20:45:30

Image Entertainment Stockholders Vote to Adopt Merger Agreement
Image Updates Status of Pending Acquisition
CHATSWORTH, Calif.--(BUSINESS WIRE)--Feb. 24, 2009-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced that at its special meeting of stockholders held today in Los Angeles, California, Image Entertainment’s stockholders voted to adopt the agreement and plan of merger providing for the acquisition of Image by Nyx Acquisitions, Inc, an affiliate of Q-Black, LLC.

Under the terms of the merger agreement, Nyx agreed to acquire 100% of the outstanding common stock of Image Entertainment for $2.75 per share in cash.

By obtaining stockholder approval, Image has fulfilled all of its conditions to closing, and has requested that Nyx close the transaction on February 26, 2009. Representatives of Nyx have reconfirmed its intention to close the transaction at the earliest possible time and have requested additional time to finalize its financing for the transaction. Image’s board of directors has indicated its willingness to grant this request for approximately two weeks if Nyx satisfies certain conditions. Image has informed Nyx that it is reserving all of its available rights and remedies under the merger agreement in the event the acquisition does not close, including termination of the merger agreement and the collection of the business interruption fee.

Image continues to believe that this transaction is in the best interest of its stockholders and is working with Nyx to promptly complete the acquisition.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.



Source: Image Entertainment, Inc.

[honorar]

und auf geht es

[honorar]

Denke, morgen ist es so weit, werde Order bei 1,10 platzieren und dann auf Richtung Norden. Bestimmt schnelle 100 %. Wäre dort nicht das erste mal für mich.

[honorar]

Antwort auf Beitrag Nr.: 36.646.217 von honorar am 24.02.09 22:07:37

Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that it believes it is close to reaching an agreement to amend the merger agreement with Nyx Acquisitions, Inc.

The original terms of the merger agreement called for the merger to close on February 26, 2009, two days after the Image Entertainment stockholders approved the merger agreement. Under the terms of the merger agreement, Nyx agreed to acquire 100% of the outstanding common stock of Image Entertainment for $2.75 per share in cash. Nyx has reaffirmed that the purchase price will remain at $2.75 per share.

In exchange for an extension to the closing date, Nyx would agree to, among other things, increase the amount of the business interruption fee and deposit the additional amount into an account to be held in trust for the benefit of Image. In addition, Nyx would agree to irrevocably and unconditionally waive certain of its closing conditions.

If Image and Nyx cannot reach an agreement on an amendment to the merger agreement today, Image will exercise its rights under the merger agreement to terminate the agreement and collect the business interruption fee. Image will announce the outcome of the negotiations with Nyx by the end of today.

[honorar]

Image Entertainment Extends Merger Agreement with Nyx Acquisition to March 20 - Quick Facts



(RTTNews) - Image Entertainment, Inc. (DISK) announced the extension of its merger agreement with Nyx Acquisitions, Inc., an affiliate of Q-Black to March 20, 2009. As per the original agreement, Nyx agreed to acquire Image Entertainment for $2.75 per share in cash.

Pursuant to the extension Nyx has agreed to increase the amount of the business interruption fee by $500 thousand to $2.3 million. The amount would be deposited on March 2 in an account to be held in trust for the benefit of Image. Further, Nyx retains a final option to increase the businesses interruption fee to $2.8 million and if agrees it would deposit the additional $500 thousand on March 19, 2009.

Image Entertainment will file a Current Report on Form 8-K with SEC.

For comments and feedback: contact [e-mail]

[honorar]

Wird es noch was oder nicht?



Image Entertainment Notifies Nyx Acquisitions of Termination of the Merger Agreement, Effective as of 5:00 p.m. on March 4


Image Demands Prompt Payment of $2.3 Million Business Interruption Fee and Immediate Release of Deposit


CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that it has notified Nyx Acquisitions, Inc. that it has elected to terminate the agreement and plan of merger, dated November 20, 2008, due to Nyx's failure to pay an additional $500,000 to Image under the terms of the amended merger agreement. Under the amendment, entered into on February 27, 2009, Nyx, an affiliate of Q-Black, LLC, agreed to pay Image an additional $500,000 to secure an increased business interruption fee of $2.3 million. In return, Image agreed to extend the closing until March 20, 2009.

Nyx continues to be in breach of the amended merger agreement as a result of its failure to deliver the additional $500,000. Contrary to Nyx's stated intention made on Monday, March 2 to cure this breach by 5:00 p.m. on Tuesday, March 3, Nyx failed to do so. Image Entertainment will demand that Q-Black, LLC promptly pay Image Entertainment the balance of the $2.3 million business interruption fee pursuant to Q-Black's guarantee of the fee. Image will also instruct the trustee of the funds securing the business interruption fee that the $1.8 million currently deposited in trust is to be released immediately to Image as required under the amended merger agreement and the amended trust instructions. Image Entertainment reserves the right to revoke its termination if the $500,000 is delivered prior to 5:00 p.m. Pacific Standard Time today, in which case the amended merger agreement will continue in full force and effect. If the additional funds are not delivered, the amended merger agreement will terminate without any further action.

Under the terms of the merger agreement, Nyx agreed to acquire 100% of the outstanding common stock of Image Entertainment for $2.75 per share in cash.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.




Source: Image Entertainment, Inc.

[honorar]

Antwort auf Beitrag Nr.: 36.701.001 von honorar am 04.03.09 19:29:46

Mühsam ernährt sich das Eichhörnchen:


Image Entertainment Announces Receipt of Additional Funds from Nyx Acquisitions



CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced that Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, delivered an additional deposit of $300,000 to a trust account for the benefit of Image as an additional security for the business interruption fee, and notified Image that the remaining $200,000 would be delivered by Friday, March 6, 2009. As a result, Image temporarily revoked its termination of the amended merger agreement. In the event that Nyx fails to deliver the remaining $200,000 by Friday, March 6, 2009, Image reserves the right to terminate the merger agreement.

Under the amended merger agreement, Nyx had agreed to deposit an additional $500,000 in a trust account and to increase the business interruption fee to $2.3 million. In return, Image agreed to extend the closing date of the pending merger until March 20, 2009.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.



Source: Image Entertainment, Inc.

[honorar]

Image Entertainment Announces Receipt of Additional Funds from Nyx Acquisitions



CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced that Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, delivered an additional deposit of $300,000 to a trust account for the benefit of Image as an additional security for the business interruption fee, and notified Image that the remaining $200,000 would be delivered by Friday, March 6, 2009. As a result, Image temporarily revoked its termination of the amended merger agreement. In the event that Nyx fails to deliver the remaining $200,000 by Friday, March 6, 2009, Image reserves the right to terminate the merger agreement.

Under the amended merger agreement, Nyx had agreed to deposit an additional $500,000 in a trust account and to increase the business interruption fee to $2.3 million. In return, Image agreed to extend the closing date of the pending merger until March 20, 2009.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.



Source: Image Entertainment, Inc.

[honorar]

Antwort auf Beitrag Nr.: 36.642.100 von honorar am 24.02.09 14:21:49

Image Entertainment Announces Receipt of Additional Funds from Nyx Acquisitions



CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced that Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, delivered an additional deposit of $300,000 to a trust account for the benefit of Image as an additional security for the business interruption fee, and notified Image that the remaining $200,000 would be delivered by Friday, March 6, 2009. As a result, Image temporarily revoked its termination of the amended merger agreement. In the event that Nyx fails to deliver the remaining $200,000 by Friday, March 6, 2009, Image reserves the right to terminate the merger agreement.

Under the amended merger agreement, Nyx had agreed to deposit an additional $500,000 in a trust account and to increase the business interruption fee to $2.3 million. In return, Image agreed to extend the closing date of the pending merger until March 20, 2009.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.



Source: Image Entertainment, Inc.

[honorar]

sorry wegen dreifachposting, WO ist schuld daran, das zuerst genannte posting war lange, sehr lange unterwegs.

[honorar]

Image Entertainment Receives Additional $200,000 from Nyx Acquisitions


Total Deposit from Nyx for Business Interruption Fee Reaches $2.3 million; Nyx Cures Breach of Amended Merger Agreement


CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that Nyx Acquisitions delivered the remaining $200,000 to a trust account for the benefit of Image as additional security for the business interruption fee. Image notified Nyx that the delivery of the $200,000 cured the breach of the amended merger agreement.

Under the amended merger agreement Nyx agreed to increase the amount of the business interruption fee to $2.3 million and deposit an additional $500,000 as security for the payment of the business interruption fee in exchange for an extension of the merger closing date to March 20, 2009. On Wednesday, March 4, Nyx paid $300,000 of the $500,000 deposit.

A spokesperson for Image said, "We realize how frustrating this extended process has been for our shareholders. The challenging economic climate and the crisis in the financial markets has delayed the consummation of the pending merger. However, we have avoided terminating the agreement with Nyx Acquisitions because we still believe this course of action is in the best interests of Image Entertainment and its shareholders. Image's Board remains committed to this transaction, and we believe that we are progressing toward our shared goal."

Under the terms of the amended merger agreement, Nyx will purchase 100% of Image's outstanding shares of common stock for $2.75 in cash.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.




Source: Image Entertainment, Inc.

[honorar]

Antwort auf Beitrag Nr.: 36.722.584 von honorar am 07.03.09 18:47:54

Image Entertainment Announces Nyx Fails to Deliver Additional Deposit to Secure Closing Date Extension
Nyx In Breach of Merger Agreement
CHATSWORTH, Calif.--(BUSINESS WIRE)--Mar. 20, 2009-- Image Entertainment, Inc. (NASDAQISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, failed to deliver to Image the additional deposit of $500,000, required under the amended merger agreement to secure an extension of the merger closing date to March 26, 2009.

Nyx notified Image Entertainment that it will not be closing the merger on March 20, 2009, and as a result Nyx is in breach of the merger agreement.

Under the terms of the amended merger agreement, the merger was scheduled to close no later than March 20, 2009 unless Nyx deposited an additional $500,000 into a trust account for the benefit of Image by 5:00 p.m. local time on March 19, 2009. Upon such deposit, the closing date would have been extended to March 26, 2009.

The board of directors of Image will meet today to determine the appropriate course of action for the Company. Image will announce the board’s decision and the outcome of any additional negotiations with Nyx by the end of the business day.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


Source: Image Entertainment, Inc.

The Honig Company, Inc.
Steve Honig, 818-986-4300
[e-mail]

[honorar]

Image Entertainment Continues Negotiations with Nyx Regarding Closing Date Extension
Nyx Delivers Financing Update and Asserts Confidence In Its Ability to Close
CHATSWORTH, Calif.--(BUSINESS WIRE)--Mar. 21, 2009-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that on Friday, March 20, 2009, Nyx Acquisitions, Inc. updated Image Entertainment regarding Nyx’s financing sources in connection with the proposed merger. Nyx also reiterated its intent to cure the breach of the amended merger agreement by delivering the outstanding balance of the business interruption fee to the trust account.

A representative of Nyx reiterated Nyx’s desire to purchase Image Entertainment for $2.75 per share. The representative also informed the company that Nyx is confident in its ability to close the merger within the coming weeks.

Negotiations with Nyx will continue over the weekend in an effort to reach a mutually satisfactory agreement to extend the merger closing date. However, Image cannot provide any assurance that the negotiations will result in such an agreement.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.



Source: Image Entertainment, Inc.

[honorar]

Image Entertainment and Nyx Continue to Negotiate Closing Date Extension



CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that it is close to finalizing a deal with Nyx Acquisitions, Inc. to amend the merger agreement entered into by the parties on November 20, 2008 and previously amended on February 27, 2009. Image expects to further update its shareholders by the close of business today.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

[honorar]

Image Entertainment and Nyx Agree to Further Extend Merger Closing Date


Second Merger Agreement Amendment Includes the Release of $1 Million to Image and an Increase in the Business Interruption Fee in Exchange for April 6, 2009 Closing Date


CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that it has further amended the merger agreement previously entered into with Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, whereby Nyx agreed to acquire 100% of the outstanding common stock of Image Entertainment for $2.75 per share in cash.

The second amendment to the merger agreement grants Nyx an extension of time to April 6, 2009 from the previous scheduled closing date of March 20, 2009 to allow Nyx to finalize the transaction. In exchange for the extension of time, Nyx has agreed to increase the business interruption fee to $2.5 million by depositing an additional $200,000 into the Image trust account. Nyx has also agreed to release to Image $1.0 million of the $2.5 million currently being held in the trust account. The $1.0 million payment is nonrefundable to Nyx and will have no effect on the purchase price, which remains $2.75 per share.

Under the amended merger agreement, Nyx will have two opportunities to extend the closing date beyond April 6, 2009. Nyx can extend the closing date to April 20, 2009 upon satisfaction of three conditions: Nyx must notify Image of its request to do so by April 2, 2009; agree to increase the business interruption fee by an additional $1.5 million; and deposit the additional amount into the trust account by April 6, 2009. Nyx can further extend the closing date to May 4, 2009 if it agrees to three further conditions: Nyx must notify Image by April 16, 2009; agree to increase the business interruption fee by an additional $3 million; and deposit the additional amount into the trust account by April 20, 2009.

All other provisions of the merger agreement remain in place.

Martin W. Greenwald, Chairman of the Board, said, "We appreciate the patience and support of our shareholders through this extended process in a clearly difficult financial environment. We believe that Nyx has a sincere desire to consummate the transaction, which we firmly believe is in the best interest of our shareholders."

Joe Q. Bretz, Chief Executive Officer of Nyx Acquisitions said, "We continue to consider Image Entertainment to be a fantastic opportunity for our company to expand its operations in the entertainment industry. Although this challenging economic climate has prolonged our ability to finalize the transaction, we remain confident about bringing Image on-board and look forward to closing the deal." Image Entertainment will file with the Securities and Exchange Commission a Current Report on Form 8-K, further describing the amendments which were made to the transaction documents.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

[GL1800]

Es geht wieder vorran ...

Realtime-Tageschart:

___________________________________________________________________
3-Monatschart:

[honorar]

Nyx Notifies Image of Option Exercise to Extend Merger Closing Date
CHATSWORTH, Calif.--(BUSINESS WIRE)--Apr. 2, 2009-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, has informed Image that it will be exercising its option under the amended merger agreement to extend the closing date from April 6, 2009, to April 20, 2009. The extension will become effective upon Nyx’s deposit of an additional $1.5 million into the trust account to benefit Image, which must be done by 5:00 p.m. local time, Monday, April 6, 2009. Pursuant to the amended merger agreement, Nyx has agreed to acquire 100% of the outstanding common stock of Image Entertainment for $2.75 per share in cash.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


Source: Image Entertainment, Inc.

[honorar]

Form 8-K

IMAGE ENTERTAINMENT INC - DISK

Filed: April 03, 2009 (period: April 01, 2009)

Report of unscheduled material events or corporate changes.






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2009

IMAGE ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

Delaware 000-11071 84-0685613
(State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)

20525 Nordhoff Street, Suite 200
Chatsworth, California
91311-6104
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: [phone]


(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






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Item 1.01 Entry Into a Material Definitive Agreement.

On April 1, 2009, Image Entertainment, Inc. (the “Company”) entered into a consulting agreement (the “Consulting Agreement”) with EIM Capital Management, Inc. (“EIM”). EIM is wholly-owned and managed by Martin W. Greenwald, who is Chairman of the Company’s board of directors (the “Board”). Under the Consulting Agreement, EIM will receive a monthly fee of $35,000 in return for the following strategic consulting services provided by Mr. Greenwald on a non-exclusive basis: (i) creation of a conduit and exchange of ideas between Company management and the Board to reposition the Company to access additional capital; (ii) identification of opportunities to reduce Company expenditures; (iii) identification of opportunities to create additional revenue; and (iv) collaboration with the Company’s President and Chief Operating Officer to streamline certain Company operations, raise efficiency and lower overall costs to the Company. In addition to payment of a monthly fee, the Company will reimburse the Consultant for out-of-pocket expenses reasonably incurred in connection with the Consultant’s services to the Company. However, any single expense of $500 or more or travel expenses over $1,000 must be pre-approved in writing by the Company’s President. The Consultant will have use of a Company car until May 31, 2009.

The term of the Consulting Agreement ends July 31, 2009, but is subject to the Compensation Committee of the Board’s option to extend the Consulting Agreement on a month-to-month basis with thirty (30) days prior written notice to the Consultant. The Consultant and the Company have the right to terminate the Consulting Agreement upon thirty (30) days prior written notice following a Change in Control in the Company, as such term is defined in the Consulting Agreement. The Consultant has agreed to keep confidential certain non-public information relating to the Company, its business, vendors, customers and/or suppliers.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, which is attached hereto as Exhibit 10.1.

Item 8.01. Other Exhibits.

Attached hereto as Exhibit 99.1 and incorporated herein by reference is a copy of a press release issued by the Company on April 2, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description
10.1 Consulting Agreement, dated as of April 1, 2009, between the Company and EIM Capital Management, Inc.
99.1 Press release, dated April 2, 2009.



2








SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

IMAGE ENTERTAINMENT, INC.

Dated: April 3, 2009 By: /s/ MICHAEL B. BAYER

Name Michael B. Bayer
Title: Corporate Secretary



3








EXHIBIT INDEX

Exhibit No. Description
10.1 Consulting Agreement, dated as of April 1, 2009, between the Company and EIM Capital Management, Inc.
99.1 Press release, dated April 2, 2009.



4


Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement (the “Agreement”) is entered into this 1st day of April, 2009 (“ Effective Date ”), by and between EIM Capital Management, Inc. (“ Consultant ”) and Image Entertainment, Inc., (“ Image ”).

1. Term and Termination. The Board of Directors of Image (the “Board”) is retaining Consultant hereunder. This Agreement shall begin on the Effective Date and shall end July 31, 2009 (the “ Term ”). The Compensation Committee of Image’s Board of Directors (the “ Compensation Committee ”) has the right to extend the Term by providing Consultant with written notice of a one-month initial extension by June 30, 2009. Further extensions, if any, shall be on a month to month basis at the discretion of the Compensation Committee, with thirty (30) days prior written notice to Consultant, and all extensions shall be in accordance with the terms and conditions set forth in this Agreement. Moreover, Consultant and Image have the right to terminate this Agreement upon thirty (30) days written notice following a Change in Control , as that term is defined in Exhibit A hereto.

2. Consulting Services. The Board is retaining Consultant hereunder to collaborate with the Board and management to, among other things, create a conduit and exchange of ideas between management and the Board, reposition Image to be able to access more — and less expensive — capital, identify opportunities to reduce expenditures in both selling and in general administration, identify opportunities to create additional revenue and impact top line growth, and collaborate with the President and the Chief Operating Officer to identify ways to streamline certain of Image’s operations with a goal toward raising efficiency and lowering overall cost (the “ Services ”). Consultant will provide such services on a non-exclusive basis.

a. Consultant shall designate Martin W. Greenwald (“Greenwald”) to perform the Services and Greenwald shall devote the majority of his business time to the Services.

b. Subject to the fiduciary and other duties Greenwald owes to Image in his role as Chairman of Image’s Board of Directors, during the Term, Consultant and Greenwald shall have the right to sell his services to persons or entities other than Image, provided that the sale of such services does not interfere with the performance of Consultant’s or Greenwald’s duties hereunder and provided such services do not compete or conflict with Image’s business in any way.

3. Compensation.

a. Payment to Consultant. As compensation for the Services, Image shall pay to Consultant a monthly consulting fee of Thirty-Five Thousand and No/Cents ($35,000.00), payable in accordance with Image’s regular payroll cycle. Image shall provide Consultant with a 1099 for the compensation paid hereunder.

b. Consultant Responsible for Cost of Administrative Assistant. Consultant shall hire or contract one administrative assistant to assist with the performance of the Services. Consultant shall be solely responsible for compensation and expenses for this administrative assistant, whose compensation and expenses total approximately Six Thousand Dollars and No/Cents ($6,000.00) per month. In addition to assisting with the performance of the Services, this administrative assistant shall also be available to provide certain administrative support to Image during the Term and shall continue to provide services as the assistant to the Chairman of the Board in coordinating the activities of the Board.

i



1








4. Expenses. Image will reimburse Consultant for out-of-pocket expenses which are supported by proper receipts and which have been reasonably incurred in connection with the Services, including without limitation transportation, lodging and meals; provided, however, that any individual expense of $500 or more incurred by Consultant and any travel expenses of $1,000 or more incurred by Consultant must be pre-approved in writing by the President of Image. Moreover, as set forth in more detail in Section 3(b) above, Image shall not be responsible for any wages or other expenses incurred with regard to Consultant’s hiring of an administrative assistant to assist Consultant in the performance of the Services.

5. Use of Car. Greenwald is currently in possession of a company car from Image, which lease shall expire on May 31, 2009. Greenwald may continue to use this company car under the current terms and conditions until the lease expiration date. Following the expiration of the car lease on May 31, 2009, Greenwald shall return the company car to Image and shall thereafter be fully responsible for his own car. After May 31, 2009, Image shall have no responsibility whatsoever to Greenwald with regard to providing transportation.

6. Confidential Information. Consultant and Greenwald acknowledge that many aspects of the business and affairs of Image are confidential and that Consultant and Greenwald have had or will have access to certain commercial and other confidential and non-public information relating to or concerning Image, its business, vendors, customers and/or suppliers (the “ Confidential Information ”). Consultant and Greenwald acknowledge that all Confidential Information is exclusively owned and controlled by Image.

a. Consultant and Greenwald expressly agree that it and he shall not, directly or indirectly, verbally or otherwise, either during or after the performance of the Services, disclose, publish, reveal, disseminate, or cause to be disclosed, published, revealed, or disseminated, without the prior express written consent of the Board any Confidential Information whatsoever.

b. Consultant and Greenwald acknowledge and agree that any disclosure of Confidential Information will cause irreparable harm to Image and that these damages are not susceptible to measure. In the event of a breach or threatened breach of this Agreement, Consultant, Greenwald and Image hereby agree that any remedy at law for any breach or threatened breach of this Agreement will be inadequate and, accordingly, Consultant, Greenwald and Image each hereby stipulates that Image is entitled to obtain injunctive relief for any such breaches or threatened breaches, without the need to prove actual damages or for the posting of a bond. The injunctive relief provided for in this Section is in addition to, and is not in limitation of, any and all other remedies at law or in equity otherwise available to Image.

c. Consultant and Greenwald understand that this Confidential Information provision is a material term of this Agreement and any breach of this provision shall be considered a material breach.

7. Work for Hire. To the fullest extent permitted under applicable law, all work created pursuant to this Agreement shall be deemed “works made for hire,” as that term is defined in the United States Copyright Act, and shall be owned by Image and may be used by Image for any and all purposes. To the extent that a work created pursuant to this project and contract is not deemed a “work for hire,” to the fullest extent permitted under law, Consultant, including Greenwald and all of its other employees, consultants, independent contractors, or agents, shall assign, and does hereby assign, to Image all of Consultant’s rights, title, and interest of any kind in and to all work performed pursuant to the Agreement, free and clear of liens, encumbrances, and the like. Consultant and Greenwald hereby waive any claims in any such works based on “moral rights” or a similar theory.



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8. Independent Contractor Status. Consultant is retained by Image only for the purposes and to the extent set forth in this Agreement, and Consultant’s and Greenwald’s relationship to Image shall be that of an independent contractor. Consultant and Greenwald shall be free to dispose of such portion of Consultant’s and Greenwald’s entire time, energy and skill during regular business hours, as Consultant and/or Greenwald is not obligated to devote hereunder to Image, in such manner as Consultant and/or Greenwald see fit, and to such person, firm or entity as Consultant and/or Greenwald deem advisable subject to the restrictions set forth in Section 2. Neither Consultant nor Greenwald nor any of Consultant’s other employees, contractors, agents or representatives shall be considered under this Agreement as having employee status or as being entitled to participate in any plans, arrangements or distributions by Image pertaining to or in connection with any pension, stock, bond or profit sharing plan or any other similar fringe benefit for Image’s regular employees.

9. Taxes. Consultant acknowledges that no federal or state withholding taxes, FICA, SDI, or other employee payroll taxes or deductions are made with respect to compensation paid to Consultant pursuant to this Agreement. Consultant is responsible for all such taxes, and agrees to report for federal and state income all such compensation, and to pay all taxes due thereon and to indemnify, defend and hold Image harmless in the event that any claims made by any taxing authority, by reason of Consultant’s failure to properly pay any and all taxes which are due in relation to the Services.

10. Notice. All notices permitted or required by this Agreement shall be sent via overnight mail and addressed as follows:

To Consultant:

EIM Capital Management, Inc.
Attn: Martin W. Greenwald
c/o Theater Group
4820 N. Rancho Drive
Las Vegas, NV 89130

To Image:

Jeff Framer
President
Image Entertainment, Inc.
20525 Nordhoff Street, Suite 200
Chatsworth, CA 91311

With a copy to:
Robert McCloskey
Director and Chairman of the Compensation Committee of the Board of Directors
Image Entertainment, Inc.
20525 Nordhoff Street, Suite 200
Chatsworth, CA 91311



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11. General Terms and Conditions.

a. Entire Agreement. This Agreement constitutes the entire agreement between Consultant and Image concerning the subject matter of this Agreement, and supersedes all prior agreements, representations and understandings of the parties whether written or oral regarding the subject matter of this Agreement.

b. Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and be binding upon Image and Consultant and their respective successors and permitted assigns. Except as expressly set forth herein, this Agreement shall not be assigned, nor shall any duties under this Agreement be delegated by Consultant without the prior written consent of Image.

c. Governing Law. This Agreement shall be governed by and interpreted under the internal laws of the State of California.

d. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions, and this Agreement shall be construed in all respects as if any invalid or unenforceable provision were omitted.

e. Opportunity to Consult With Legal Counsel. Consultant has entered into this Agreement freely and voluntarily and has either consulted with independent legal counsel or has had the opportunity to do so prior to execution. Consultant acknowledges that neither it nor Greenwald has relied on any representations regarding the subject matter of this Agreement other than what is expressly contained in this Agreement.

f. Amendments; Waivers. This Agreement may be amended, modified or supplemented only by a writing executed by each of the parties. Either party may in writing waive any provision of this Agreement to the extent such provision is for the benefit of the waiving party. No waiver by either party of a breach of any provision of this Agreement shall be construed as a waiver of any subsequent or different breach, and no forbearance by a party to seek a remedy for noncompliance or breach by the other party shall be construed as a waiver of any right or remedy with respect to such noncompliance or breach.

g. Attorneys’ Fees. The prevailing party in any suit or other proceeding brought to enforce, interpret or apply any provisions of this Agreement, shall be entitled to recover all costs and expenses of the proceeding and investigation, including all attorneys’ fees.

h. Indemnification. Consultant shall indemnify and hold Image harmless from any and all claims of third parties resulting (i) solely from acts or omissions of Consultant (and/or Greenwald) which were not authorized by Image and beyond the scope of Consultant’s (and/or Greenwald’s) authority under this Agreement, and (ii) from Consultant’s (and/or Greenwald’s) performance of the Services.

i. Construction. The language of this Agreement shall be construed as a whole, according to its fair meaning, not strictly for or against Consultant or Image, and with no regard whatsoever to the identity or status or any person or persons who drafted all or any portion of this Agreement.



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j. Counterparts. This Agreement may be executed by Image and by Consultant and Greenwald in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one instrument.

“Consultant” “Image”

By: /s/ MARTIN W. GREENWALD By: /s/ ROBERT MCCLOSKEY

Martin W. Greenwald for Robert McCloskey
EIM Capital Management, Inc. Director and Chairman of the
Compensation Committee of the Board of
Directors for
Image Entertainment, Inc.

By: /s/ MARTIN W. GREENWALD

Martin W. Greenwald for himself personally




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Exhibit A

“Change in Control” means the first to occur of any of the following events:

(i) The date on which any one person, or more than one person acting as a group, becomes the beneficial owner (as that term is used in section 13(d) of the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the capital stock of Image entitled to vote in the election of directors, other than a group of two or more persons not (A) acting in concert for the purpose of acquiring, holding or disposing of such stock or (B) otherwise required to file any form or report with any governmental agency or regulatory authority having jurisdiction over Image which requires the reporting of any change in control. The acquisition of additional stock by any person who immediately prior to such acquisition already is the beneficial owner of more than fifty percent (50%) of the stock of Image entitled to vote in the election of directors is not a Change in Control.

(ii) During any period of not more than twelve (12) consecutive months during which Image continues in existence, individuals who, at the beginning of such period, constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with Image to effect a transaction described in clause (i), (iii) or (iv) of this Exhibit whose appointment to the Board or nomination for election to the Board was approved by a vote of a majority of the directors then still in office, either were directors at the beginning of such period or whose appointment or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board.

(iii) The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) ownership of capital stock of Image possessing thirty percent (30%) or more of the total voting power of the capital stock of Image entitled to vote in the election of directors.

(iv) The date on which any one person, or more than one person acting as a group, acquires (or has acquired during the twelve month period ending on the date of the most recent acquisition by such person or persons) assets from Image that have a total gross fair market value greater than 50% of the total gross fair market value of all of Image’s assets immediately before the acquisition or acquisitions; provided, however, transfer of assets which otherwise would satisfy the requirements of this subsection (iv) will not be treated as a Change in Control if the assets are transferred to:

(A) a shareholder of Image (immediately before the asset transfer) in exchange for or with respect to its stock;

(B) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by Image;

(C) a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of Image; or

(D) an entity, at least 50% of the total value or voting power is owned, directly or indirectly by a person, or more than one person acting as a group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of Image.



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Exhibit 99.1

NYX NOTIFIES IMAGE OF OPTION EXERCISE TO EXTEND
MERGER CLOSING DATE

CHATSWORTH, Calif., April 2, 2009 – Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, has informed Image that it will be exercising its option under the amended merger agreement to extend the closing date from April 6, 2009, to April 20, 2009. The extension will become effective upon Nyx’s deposit of an additional $1.5 million into the trust account to benefit Image, which must be done by 5:00 p.m. local time, Monday April 6, 2009. Pursuant to the amended merger agreement, Nyx has agreed to acquire 100% of the outstanding common stock of Image Entertainment for $2.75 per share in cash.

About Image Entertainment:
Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com .

Forward-Looking Statements:
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as “will,” “may,” “estimate,” “expect,” “intend,” “plan,” “believe,” and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management’s current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.



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These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see “Forward-Looking Statements” and “Risk Factors” in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment’s ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

# # #
Contact: Steve Honig
The Honig Company, Inc.
818-986-4300
[e-mail]



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_______________________________________________
Created by 10KWizard www.10KWizard.comSource: IMAGE ENTERTAINMENT , 8-K, April 03, 2009

[honorar]

Antwort auf Beitrag Nr.: 36.920.429 von honorar am 04.04.09 16:58:37

Image and Nyx Agree to Merger Agreement Amendment


Nyx Agrees To Fund $1 Million To Image In Lieu of $1.5 Million To Business Interruption Fee


CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that representatives of Image Entertainment and Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, agreed in principle to a third amendment to the amended merger agreement. Under the latest amendment, Image will receive a $1 million payment into its operating account on April 7, 2009 from Nyx. The $1 million payment will not form part of the merger consideration, and will be immediately available to Image. Nyx will not receive any capital securities or debt obligation from Image for the $1 million payment.

Under the merger agreement as previously amended, Nyx had the right to extend the merger closing date from April 6, 2009 to April 20, 2009 if Nyx deposited an additional $1.5 million into a trust account to secure payment of the business interruption fee on April 6, 2009. Under the terms of the amended merger agreement, Nyx has agreed to acquire 100% of the outstanding common stock of Image Entertainment for $2.75 per share in cash.

Martin W. Greenwald, Chairman of the board of Image Entertainment, said, "we recognize this as a win-win situation. Right now, Image is in the process of expanding its acquisition, development and sale of high profile programming, which will positively impact future revenues to the company. An injection of $1 million in working capital directly into the company will provide added liquidity, which in turn benefits Nyx."

"We see the opportunities that Image has at its fingertips right now," said Joe Q. Bretz, Chief Executive Officer of Nyx Acquisitions. "By paying this money directly to Image instead of holding it in a trust account, we know we are providing Image with added opportunities for growth, as well as demonstrating our continued support and commitment to closing the merger."

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.




Source: Image Entertainment, Inc.

[honorar]

vorbörslich geht es schon ganz schön rund, aktuell um die 1,80, TH war 2,57

[honorar]

Image Entertainment, Nyx Amend Merger Deal - Quick Facts



(RTTNews) - Image Entertainment Inc. (DISK) announced that Image Entertainment and Nyx Acquisitions Inc., an affiliate of Q-Black, LLC, signed the third amendment to the amended merger agreement. As per the third amendment, Image has extended the closing date of the merger to April 20, 2009, in return for Nyx's payment of $1.0 million to Image Entertainment's operating account, which Nyx must deliver by April 10, 2009.

The $1.0 million payment is in addition to the $2.5 million business interruption fee, $1.0 million of which Nyx released to Image on March 24, 2009 in connection with the execution of the second amendment to the merger agreement, and the $1.5 million balance of which is currently held in trust for the benefit of Image.

Image Entertainment noted that these $1.0 million payments are not refundable to Nyx and will have no effect on the purchase price under the merger agreement, which remains $2.75 per share.

In addition, Nyx will not receive any capital securities or debt obligation from Image for the payments.

Nyx has the ability under the merger agreement to further extend the closing date to May 4, 2009 if Nyx requests to do so by April 16, 2009, agrees to increase the business interruption fee by an additional $3 million, and deposits the additional $3 million into the trust account by April 20, 2009.

[honorar]

Image Entertainment and Nyx in Negotiations Regarding $1.0 Million Payment
CHATSWORTH, Calif.--(BUSINESS WIRE)--Apr. 14, 2009-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that it is in active negotiations with Nyx Acquisitions, Inc. to amend the merger agreement, entered into by the parties on November 20, 2008 and most recently amended for the third time on April 8, 2009. Pursuant to the terms of the third amendment to the merger agreement, Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, agreed to deliver $1.0 million to Image Entertainment’s operating account by 5:00 p.m. Pacific Time on April 10, 2009 in order to receive an extension of the merger closing date to April 20, 2009. The payment was not made and the parties are currently negotiating a resolution to the situation. The Image Board of Directors expects to meet today to review the situation, and will promptly update its shareholders thereafter.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


Source: Image Entertainment, Inc.

[honorar]

Image Entertainment in talks with Nyx Acquisitions to amend merger deal - update



(RTTNews) - Image Entertainment Inc. (DISK), a producer of home entertainment program, said Tuesday that it is in active negotiations with Nyx Acquisitions Inc., an affiliate of Q-Black LLC, to amend the merger agreement.

Under the previously amended merger deal, Nyx agreed to deliver $1.0 million to Image Entertainment's operating account by April 10, 2009 in order to receive an extension of the merger closing date to April 20, 2009.

However, Nyx failed to make the payment and the parties are currently negotiating a resolution to the situation. The Image board expects to meet today to review the situation.

Last November, Nyx agreed to acquire Image in a transaction worth around $100 million. As per the agreement, Image stockholders will receive $2.75 per share in cash. The deal covers the assumption of its outstanding debt under its credit facility, replication advance obligation and convertible note.

The original terms of the merger agreement called for the merger to close on February 26, two days after the Image Entertainment stockholders approved the merger agreement. Image obtained its stockholder approval and requested Nyx to close the transaction.

Later, the two companies agreed to extend the closing date of the merger agreement to March 20. Nyx has agreed to increase the amount of the business interruption fee to $2.3 million and deposit an additional $500 thousand as security for the payment of the business interruption fee in exchange for an extension of the merger closing date. Nyx also agreed to irrevocably and unconditionally waive certain of its closing conditions.

On March 24, the merger deal was again amended. According to that amendment, Nyx had the option to extend the deal closing to April 20 from April 6, on the condition that Nyx deposited an additional $1.5 million into a trust account to secure payment of the business interruption fee on April 6.

Last week, Image agreed to amend the merger deal with Nyx for the third time, under which Nyx agreed to pay $1 million to Image on April 10 in order to extend the closing date of the deal to April 20.

Nyx has the ability under the merger agreement to further extend the closing date to May 4, 2009 if Nyx requests to do so by April 16, 2009, agrees to increase the business interruption fee by an additional $3 million, and deposits the additional $3 million into the trust account by April 20, 2009.

DISK is currently trading at $1.29, down 11 cents or 7.86%.

For comments and feedback: contact [e-mail]

[honorar]

Image and Nyx Sign Fourth Merger Agreement Amendment


Image Receives Remaining Balance in Trust Account; Nyx Reaffirms $1.0 Million Obligation to Image


CHATSWORTH, Calif.--(BUSINESS WIRE)-- Image Entertainment, Inc. (NASDAQISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that Image Entertainment and Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, signed the fourth amendment to the amended merger agreement. Pursuant to the fourth amendment, the closing date will continue to be April 20, 2009. Nyx has agreed to deposit $1.0 million into Image's operating account by noon on Friday, April 17, 2009. Nyx has also agreed to release to Image the remaining $1.5 million currently being held in the trust account.

Both the $1.0 million and $1.5 million amounts are not refundable to Nyx and will have no effect on the purchase price under the merger agreement, which remains $2.75 per share. In addition, Nyx will not receive any capital securities or debt obligation from Image for the payments.

All other provisions of the merger agreement remain in place. Nyx continues to have the ability to further extend the closing date to May 4, 2009 if Nyx requests to do so by April 16, 2009, agrees to increase the business interruption fee by an additional $3.0 million, and deposits the additional $3.0 million into the trust account by April 20, 2009.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.



Source: Image Entertainment, Inc.

[honorar]

Nyx Fails to Notify Image Entertainment of Extension to Merger Closing Date
CHATSWORTH, Calif.--(BUSINESS WIRE)--Apr. 16, 2009-- Image Entertainment, Inc. (NASDAQ: DISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, did not inform the company of its intent to extend the merger closing date from April 20, 2009, to May 4, 2009, as permitted under the amended merger agreement. As a result of its failure to request an extension to the closing date, Nyx is now required to close the merger by Monday, April 20, 2009. However, Nyx has not provided any confirmation or assurance that the closing will occur on Monday.

Nyx is also required to deposit $1.0 million into Image’s operating account by noon (Pacific Time) on Friday, April 17, 2009. Image will promptly update its shareholders on the status of the $1.0 million payment.

Pursuant to the amended merger agreement, Nyx has agreed to acquire 100% of the outstanding common stock of Image Entertainment for $2.75 per share in cash.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K, and our most recent Quarterly Report on Form 10-Q. In addition, we may not be able to complete the proposed transaction on the proposed terms or other acceptable terms, or at all, due to a number of factors, including (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Image Entertainment and others following announcement of the proposal or the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the merger, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of other required regulatory approvals; (4) the failure to obtain the necessary financing provided for in commitment letters received prior to execution of the definitive agreement; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment's ability to control or predict.

Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.


Source: Image Entertainment, Inc.

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Image Entertainment Terminates Merger Agreement with Nyx
CHATSWORTH, Calif.--(BUSINESS WIRE)--Apr. 18, 2009-- Image Entertainment, Inc. (NASDAQISK), a leading independent licensee, producer and distributor of home entertainment programming in North America, announced today that it has notified Nyx Acquisitions, Inc., an affiliate of Q-Black, LLC, that due to Nyx’s failure to pay an additional $1.0 million to Image as required by the merger agreement, Image Entertainment has terminated the merger agreement.

Jeff Framer, President of Image Entertainment, said, “Despite Image’s willingness to close the merger, Nyx was unable to finance the transaction. The Company is well-positioned to grow and remains committed to enhancing shareholder value. In this difficult economic environment, we believe the immediate need is to focus our energies on our business.”

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with approximately 3,500 exclusive DVD titles and approximately 370 exclusive CD titles in domestic release and approximately 600 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to approximately 2,000 video programs and over 300 audio programs containing more than 4,500 tracks. The Company is headquartered in Chatsworth, California. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as “will,” “may,” “estimate,” “expect,” “intend,” “plan,” “believe,” and other terms of similar meaning in connection with any discussion of future operating or financial performance or other events or developments. All forward-looking statements are based on management’s current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, but are not limited to, (a) our ability to secure media content on acceptable terms, (b) our ability to service our principal and interest obligations on our outstanding debt, (c) the ability of our common stock to continue trading on NASDAQ, (d) changes in the retail DVD and digital media and entertainment industries, (e) changes in our business plan, (f) our inability to raise additional working capital on acceptable terms, (g) heightened competition, including with respect to pricing, entry of new competitors, the development of new products by new and existing competitors, (h) changes in general economic conditions, including the performance of financial markets and interest rates, (i) difficult, adverse and volatile conditions in the global and domestic capital and credit markets, (j) claims that we infringe other parties’ intellectual property, (k) the performance of business partners upon whom we depend, (l) changes in accounting standards, practices or policies, (m) adverse results or other consequences from litigation, arbitration or regulatory investigations, and (n) further sales or dilution of our equity, which may adversely affect the market price of our common stock.

For further details and a discussion of these and other risks and uncertainties, see “Forward-Looking Statements” and “Risk Factors” in our most recent Annual Report on Form 10-K, and our most recent Quarterly Reports on Form 10-Q. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Image Entertainment’s ability to control or predict. Actual results for the periods identified may differ materially from management’s expectations. Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.



Source: Image Entertainment, Inc.