SILVER SPRING, Md., June 9, 2016 /PRNewswire/ -- RLJ Entertainment Inc. (NASDAQ: RLJE) announced today that its Board of Directors approved a 1-for-3 reverse stock split of its common stock. The reverse split will become effective prior to the start of trading on June 24, 2016, and the common shares will begin trading on the split adjusted basis on June 24, 2016 on the NASDAQ Capital Market.
The Company's stockholders, at a special meeting of stockholders held on December 4, 2015, approved a reversed stock split, as determined by the Board of Directors in its discretion, at a ratio of not less than 1-for-2 and not more than 1-for-6. The reverse stock split is being implemented to maintain the Company's listing on the NASDAQ Capital Market. There can be no assurance that the reverse stock split will have the desired effect of raising the closing bid price of the common stock to meet the minimum bid requirement.
The reverse stock split will reduce the number of shares of the Company's outstanding common stock from approximately 14.1 million to approximately 4.7 million. Proportional adjustments will be made to the Company's outstanding preferred shares, warrants, and equity incentive plan. The number of authorized shares of the Company's common stock will remain unchanged.
Stockholders who have existing stock certificates will receive written instructions by mail from the Company's transfer agent, Computershare. Stockholders who hold their shares in brokerage accounts or "street name" are not required to take any action to effect the exchange of their shares. Such stockholders will be contacted by their brokers with instructions. To the extent the reverse stock split would result in a stockholder owing a fractional share, such stockholder will have the number of post-reverse split shares to which they are entitled rounded up to the next whole number of shares. No stockholders will receive cash in lieu of fractional shares.
Additional information regarding the Company's reverse stock split is available in the definitive proxy statement filed by the Company with the U.S. Securities and Exchange Commission on October 27, 2015.
RLJ Entertainment, Inc. (NASDAQ: RLJE) is an entertainment content distribution company in primarily North America, the United Kingdom, and Australia. RLJE's titles are distributed in multiple formats including broadcast television (including satellite and cable), theatrical and non-theatrical, DVD, Blu-Ray, digital download, and digital streaming.
With its popular OTT branded channels, Acorn TV (British TV) and UMC (Urban Movie Channel), RLJE targets distinct, premium audiences and Urban niche audiences. The company grows its proprietary digital channels through development, acquisition, and distribution of exclusive rights of program franchises and feature film content.
Through Acorn Media Enterprises, its UK development arm, RLJE owns all rights to the hit UK mystery series Foyle's War and is developing new programs. RLJE owns 64% of Agatha Christie Limited, which manages the intellectual property and publishing rights to some of the greatest works of mystery fiction, including stories of the iconic sleuths Miss Marple and Poirot. Through its proprietary e-commerce web sites for the Acorn brand in North America and the UK, the Company also has direct contacts and billing relationships with millions of consumers.
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 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 Adjusted EBITDA;
- The effects of limited cash liquidity on operational performance;
- Our obligations under the credit agreement, including our principal repayment obligations;
- Our ability to satisfy financial ratios;
- Our ability to generate sufficient cash flows from operating activities;
- Our ability to raise additional capital to reduce debt, improve liquidity and fund capital requirements;
- 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;
- 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 or firstname.lastname@example.org
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SOURCE RLJ Entertainment, Inc.