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RLJ Entertainment Announces Formation Of Special Committee To Review Proposal By AMC Networks

SILVER SPRING, Md., Feb. 27, 2018 /PRNewswire/ -- RLJ Entertainment, Inc. ("RLJE" or "the Company") (NASDAQ: RLJE) today announced that its board of directors appointed a special committee of independent directors to consider the February 26, 2018 proposal from AMC Networks to acquire all outstanding shares of common stock of RLJE not currently owned by AMC Networks or entities affiliated with Robert L. Johnson, Chairman of RLJE's Board of Directors, for a purchase price of $4.25 per share in cash.  

RLJ Entertainment, Inc. (PRNewsFoto/RLJ Entertainment, Inc.)

The Board has granted the special committee independent authority to evaluate and respond to the proposed transaction. The special committee is composed of RLJE directors Andor (Andy) Laszlo and Scott R. Royster and currently is in the process of engaging an independent legal advisor and an independent financial advisor to assist in its review of the proposed transaction.

The special committee has not set a definitive timetable for the completion of its evaluation of the proposal and does not currently intend to announce developments unless and in the event a definitive agreement has been reached.

The Company notes that, in order to complete the proposed transaction, AMC Networks will also need to negotiate acceptable terms for the acquisition of its four outstanding series of preferred stock and its outstanding warrants with the holders of those securities.

There can be no assurance that any definitive agreement will be executed or that the transaction contemplated by the proposal will be approved or consummated.

About RLJ Entertainment, Inc.

RLJ Entertainment, Inc. (NASDAQ: RLJE) is a premium digital channel company serving distinct audiences primarily through its popular OTT branded channels, Acorn TV (British TV) and UMC (Urban Movie Channel), which have rapidly grown through development, acquisition, and distribution of its exclusive rights to a large library of international and British dramas, independent feature films and urban content. RLJE's titles are also distributed in multiple formats including broadcast and pay television, theatrical and non-theatrical, DVD, Blu-ray, and a variety of digital distribution models (including EST, VOD, SVOD and AVOD) in North America, the United Kingdom, and Australia. Additionally, through Acorn Media Enterprises, its UK development arm, RLJE co-produces and develops new programs and owns 64% of Agatha Christie Limited. For more information, please visit RLJEntertainment.com, Acorn.tv, and UMC.tv.

Forward Looking Statements

This press release may include "forward looking statements" within the meaning of the "safe harbor" provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Other than statements of historical fact, all statements made in this press release are forward-looking, including, but not limited to, statements regarding goals, industry prospects, future results of operations or financial position, and statements of our intent, belief and current expectations about our strategic direction, prospective and future results and condition.  In some cases, forward-looking statements may be identified by words such as "will," "should," "could," "may," "might," "expect," "plan," "possible," "potential," "predict," "anticipate," "believe," "estimate," "continue," "future," "intend," "project" or similar words. 

Forward-looking statements involve risks and uncertainties that are inherently difficult to predict, which could cause actual outcomes and results to differ materially from our expectations, forecasts and assumptions.  Factors that might cause such differences include, but are not limited to:

  • Our financial performance, including our ability to achieve improved results from operations and improved earnings before income tax, depreciation and amortization, non-cash royalty expense, interest expense, non-cash exchange gains and losses on intercompany accounts, goodwill impairments, severance costs, change in fair value of stock warrants and other derivatives, stock-based compensation, basis-difference amortization in equity earnings of affiliate and dividends received from affiliate in excess of equity earnings of affiliate (or Adjusted EBITDA);
  • Our expectation that subscribers, revenues and financial performance of our digital channels will continue to grow and have a positive effect on our liquidity, cash flows and operating results;
  • The effects of limited cash liquidity on operational performance;
  • Our obligations under the credit agreement;
  • Our ability to satisfy financial ratios;
  • Our ability to generate sufficient cash flows from operating activities;
  • Our ability to fund planned capital expenditures and development efforts;
  • Our inability to gauge and predict the commercial success of our programming;
  • Our ability to maintain relationships with customers, employees and suppliers, including our ability to enter into revised payment plans, when necessary, with our vendors that are acceptable to all parties;
  • Our ability to realize anticipated synergies and other efficiencies in connection with the AMC transaction;
  • Delays in the release of new titles or other content;
  • The effects of disruptions in our supply chain;
  • The loss of key personnel;
  • Our public securities' limited liquidity and trading; or
  • Our ability to meet the NASDAQ Capital Market continuing listing standards and maintain our listing.

You should carefully consider and evaluate all of the information in this press release, including the risk factors listed above and in our Form 10-K filed with the Securities Exchange Commission (or SEC), including "Item 1A.  Risk Factors."  If any of these risks occur, our business, results of operations, and financial condition could be harmed, the price of our common stock could decline and you may lose all or part of your investment, and future events and circumstances could differ significantly from those anticipated in the forward-looking statements contained in this press release.  Unless otherwise required by law, we undertake no obligation to release publicly any updates or revisions to any such forward-looking statements that may reflect events or circumstances occurring after the date of this press release.

Readers are referred to the most recent reports filed with the SEC by RLJ Entertainment. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

Media Inquiries:
Traci Otey Blunt, 301-830-6204
RLJ Entertainment, Inc.
tblunt@rljentertainment.com

Investor Inquiries: 
Jody Burfening/Carolyn Capaccio, 212-838-3777
LHA
ir@rljentertainment.com

 

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SOURCE RLJ Entertainment, Inc.