Posted: Fri., Mar. 30, 2007, 10:45am PT

Image agrees to BTP takeover

New stable includes ThinkFilm, Capitol

Image Entertainment has agreed to be acquired by investment group BTP Acquisition Co. after rebuffing a hostile takeover attempt by Lionsgate last October.

BTP, controlled by film financier and producer David Bergstein, already owns ThinkFilm and U.K.-based Capitol Entertainment, for which Image could provide a distribution arm.

BTP will pay Image stockholders $4.40 per share, representing a 27% premium over Image's closing share price of $3.46 on Thursday, and 10% more than Lionsgate's $4 per share offer last year. The $132 million pricetag includes the assumption of a replication advance in excess of $9 million and the repayment of $24 million in debt.

"David's vision includes the need for a North American distribution company, and Image fills that requirement," said Image chief operating officer David Borshell. "Rather than put the programming through the studios, he can now do it through his own entertainment company."

Recent homevid releases through larger studios include Capitol's "Lucky Number Slevin," through the Weinstein Co./Genius Products, and ThinkFilm's "Half Nelson," through Sony Pictures Home Entertainment.

Image has a 3,000-title library and distribution deals with Relativity Media and Discovery Communications.

The transaction should close by July 31, with Image expected to transition to a privately held company at that time.

Despite holding off Lionsgate, the proxy fight took its toll on Image, and the company shaved 17% of its workforce and closed its London office last fall.

Image execs now feel validated by the price (assets of former rival Ventura Distribution were sold to First Look for about $20 million last year) and are confident they found a partner who wants to keep the company's operations ongoing. Lionsgate wanted Image solely for its library.

Image's board of directors unanimously approved of the merger agreement, and has recommended that Image stockholders vote in favor of the transaction, which 38% of stockholders have already done.

"We are very pleased to announce a transaction that provides excellent value for our stockholders, representing a significant premium to our recent stock price and the certainty of cash," said Image chairman-CEO Martin Greenwald. "The transaction allows Image to remain a viable and important force in the entertainment industry and to continue leveraging our strong home entertainment operations."


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