Prospectus IMAGE ENTERTAINMENT INC - 4-13-2012 by DISK-Agreements

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									                                                         UNITED STATES
                                             SECURITIES AND EXCHANGE COMMISSION
                                                     WASHINGTON, DC 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 10, 2012

                                                           RLJ Acquisition, Inc.
                                             (Exact Name of Registrant as Specified in Its Charter)

                                                                    Nevada
                                                 (State or Other Jurisdiction of Incorporation)

                            000-54276                                                                27-3970903
                      (Commission File Number)                                              (IRS Employer Identification No.)

                3 Bethesda Metro Center, Suite 1000
                           Bethesda, MD                                                                  20814
               (Address of Principal Executive Offices)                                                (Zip Code)

                                                                (301) 280-7737
                                            (Registrant’s Telephone Number, Including Area Code)


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))


                                                                        1
Item 1.01. Entry into a Material Definitive Agreement.

         On April 10, 2012, RLJ Acquisition, Inc. (“ RLJ ”), RLJ Entertainment, Inc. (“ RLJ Entertainment ”), Image Entertainment, Inc. (“
Image ”), Acorn Media Group, Inc. (“ Acorn ”), and Peter Edwards, in his capacity as the Shareholder Representative (the “ Shareholder
Representative ”) entered into a Joinder Agreement (the “ Joinder Agreement ”). Pursuant to the Joinder Agreement, RLJ Entertainment
became a party to, and agreed to be bound by the terms of, (i) that certain Agreement and Plan of Merger, dated as of April 2, 2012, by and
between RLJ and Image (the “ Merger Agreement ”), (ii) that certain Preferred Stock Purchase Agreement, dated as of April 2, 2012, by and
among RLJ and the holders of the shares of Series B Preferred Stock of Image (the “ Preferred Stock Purchase Agreement ”), and (iii) that
certain Stock Purchase Agreement, dated as of April 2, 2012, by and among RLJ, Acorn, the shareholders of Acorn and the Shareholder
Representative (the “ Stock Purchase Agreement ” and, together with the Merger Agreement and Preferred Stock Purchase Agreement, the “
Agreements ”), as if RLJ Entertainment had been an original signatory and party to each of the Agreements.

         A copy of the Joinder Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by
reference. The foregoing description of the Joinder Agreement is qualified in its entirety by reference to the full text of the Joinder Agreement
filed with this Current Report on Form 8-K.

         Copies of the Merger Agreement, Preferred Stock Purchase Agreement and Stock Purchase Agreement are filed as Exhibits 2.1, 10.1
and 2.2, respectively, to the Current Report on Form 8-K filed by RLJ with the Securities and Exchange Commission (the “ SEC ”) on April 6,
2012 (the “ April 6, 2012 Form 8-K ”), and are incorporated herein by reference. The descriptions of the Agreements included in the April 6,
2012 Form 8-K are qualified in their entirety by reference to the full text of the Agreements filed with the April 6, 2012 Form 8-K.

Item 8.01. Other Events.

        On April 13, 2012, a Registration Statement on Form S-4 (which contains a preliminary joint proxy statement/prospectus) was filed by
RLJ Entertainment, a wholly owned subsidiary of RLJ, in connection with the proposed business combination of RLJ, Image and Acorn, as
contemplated by the Agreements.

          The Registration Statement on Form S-4 (which contains a preliminary joint proxy statement/prospectus) may be found on the SEC’s
website, which is located at http://www.sec.gov, under the name “RLJ Entertainment, Inc.” The information contained therein is subject, in its
entirety, to completion or amendment as described therein.

         Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is the form of presentation to be
used by RLJ in presentations for certain of RLJ’s stockholders and other persons. Such exhibit and the information set forth therein shall not be
deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be
subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act.

         On April 13, 2012, RLJ issued a press release announcing that it will hold a conference call on Tuesday, April 17, 2012, at 2:30 p.m.
Eastern Daylight Time (the “ Conference Call ”). Information regarding participation in the Conference Call is included in the press release,
which is attached hereto as Exhibit 99.2 and incorporated herein by reference.


                                                                          2
Forward-Looking Statements

         This report may include “forward looking statements” within the meaning of the “safe harbor” provisions of the United Stated
Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”,
“believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. Investors are cautioned that such forward looking statements with respect to revenues,
earnings, performance, strategies, prospects and other aspects of the businesses of RLJ, RLJ Entertainment, a holding company formed by
RLJ, Image, Acorn and the combined companies after completion of the proposed business combination are based on current expectations that
are subject to risks and uncertainties.

          A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking
statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to
the termination of the Merger Agreement, the Preferred Stock Purchase Agreement or the Stock Purchase Agreement; (2) the outcome of any
legal proceedings that may be instituted against RLJ, Image or others following announcement of the Merger Agreement, the Preferred Stock
Purchase Agreement, the Stock Purchase Agreement and transactions contemplated therein; (3) the inability to complete the transactions
contemplated by the Merger Agreement due to the failure to obtain approval of the stockholders of RLJ or Image, (4) delays in obtaining,
adverse conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated
by the Merger Agreement, the Preferred Stock Purchase Agreement and the Stock Purchase Agreement; (5) the risk that the proposed
transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6)
the ability to recognize the anticipated benefits of the business combination; (7) costs related to the proposed business combination; (8)
changes in applicable laws or regulations; (9) the possibility that Image or Acorn may be adversely affected by other economic, business,
and/or competitive factors; and (10) other risks and uncertainties indicated from time to time in filings with the SEC by RLJ, RLJ
Entertainment or Image.

         Readers are referred to the most recent reports filed with the SEC by RLJ and Image. 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.

Additional Information

          On April 13, 2012, RLJ Entertainment filed with the SEC a Registration Statement on Form S-4 containing preliminary proxy
statements of Image and RLJ and a prospectus of RLJ Entertainment regarding the proposed business combination. This material is not a
substitute for the final joint proxy statement / prospectus regarding the proposed business combination. Investors and security holders are
urged to read the preliminary joint proxy statement / prospectus, the final joint proxy statement / prospectus and any other relevant
documents filed with the SEC when available carefully because they contain important information regarding RLJ, RLJ
Entertainment, Image and Acorn, the proposed business combination and related matters. The final joint proxy statement / prospectus
will be mailed to stockholders of RLJ and Image. Stockholders will also be able to obtain copies of the Registration Statement and the joint
proxy statement/prospectus, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: Lisa
Warner Pickrum at 301.280.7703 or RLJA@rljcompanies.com.


                                                                        3
Participants in the Business Combination

          RLJ Entertainment, RLJ, Image and their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of RLJ and Image in connection with the proposed business combination. Information regarding
the officers and directors of RLJ is available in RLJ’s annual report on Form 10-K for the year ended December 31, 2011, which has been filed
with the SEC.

          Information regarding the officers and directors of Image is available in Image’s annual report on Form 10-K/A for the year ended
March 31, 2011, which has been filed with the SEC. Additional information regarding the interests of such potential participants is also
included in the Registration Statement on Form S-4 filed with the SEC by RLJ Entertainment on April 13, 2012 (and will be included in the
definitive proxy statement/prospectus for the proposed business combination) and the other relevant documents filed with the SEC.

Disclaimer

          This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.


                                                                          4
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1      Agreement and Plan of Merger, dated as of April 2, 2012, by and between RLJ Acquisition, Inc. and Image Entertainment, Inc.
         Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RLJ Acquisition, Inc. with the SEC on April 6,
         2012.

2.2      Stock Purchase Agreement, dated as of April 2, 2012, by and among RLJ Acquisition, Inc., Acorn Media Group, Inc., the
         shareholders of Acorn Media Group, Inc. and Peter Edwards, as the Shareholder Representative. Incorporated by reference to Exhibit
         2.2 to the Current Report on Form 8-K filed by RLJ Acquisition, Inc. with the SEC on April 6, 2012.

10.1*    Joinder Agreement, dated as of April 10, 2012, by and among, RLJ Acquisition, Inc., RLJ Entertainment, Inc., Image Entertainment,
         Inc., Acorn Media Group, Inc. and Peter Edwards, in his capacity as the Shareholder Representative.

10.2     Preferred Stock Purchase Agreement, dated as of April 2, 2012, by and between RLJ Acquisition, Inc. and the holders of the shares of
         Series B Preferred Stock of Image Entertainment, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
         filed by RLJ Acquisition, Inc. with the SEC on April 6, 2012.

99.1** Form of presentation.

99.2* Press release issued by RLJ Acquisition, Inc. on April 13, 2012.
_______________
* Filed herewith.
** Furnished herewith.


                                                                      5
                                                                SIGNATURES

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.



                                                                         RLJ Acquisition, Inc.

                                                                         By: /s/ H. Van Sinclair
                                                                             Name: H. Van Sinclair
                                                                             Title: President and Chief Executive Officer


Date: April 13, 2012




                                                                        6
                                                         INDEX TO EXHIBITS

2.1     Agreement and Plan of Merger, dated as of April 2, 2012, by and between RLJ Acquisition, Inc. and Image Entertainment, Inc.
        Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by RLJ Acquisition, Inc. with the SEC on April 6,
        2012.

2.2     Stock Purchase Agreement, dated as of April 2, 2012, by and among RLJ Acquisition, Inc., Acorn Media Group, Inc., the
        shareholders of Acorn Media Group, Inc. and Peter Edwards, as the Shareholder Representative. Incorporated by reference to Exhibit
        2.2 to the Current Report on Form 8-K filed by RLJ Acquisition, Inc. with the SEC on April 6, 2012.

10.1*   Joinder Agreement, dated as of April 10, 2012, by and among, RLJ Acquisition, Inc., RLJ Entertainment, Inc., Image Entertainment,
        Inc., Acorn Media Group, Inc. and Peter Edwards, in his capacity as the Shareholder Representative.

10.2    Preferred Stock Purchase Agreement, dated as of April 2, 2012, by and between RLJ Acquisition, Inc. and the holders of the shares of
        Series B Preferred Stock of Image Entertainment, Inc. Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K
        filed by RLJ Acquisition, Inc. with the SEC on April 6, 2012.

99.1** Form of Presentation.

99.2* Press release issued by RLJ Acquisition, Inc. on April 13, 2012.
_______________
* Filed herewith.
** Furnished herewith.


                                                                     7
                                                                                                                                Exhibit 10.1

                                                                                                                  EXECUTION VERSION

                                                         JOINDER AGREEMENT

         JOINDER AGREEMENT, dated as of April 10, 2012 (this “ Joinder Agreement ”), made and entered into by and among RLJ
Acquisition, Inc., a Nevada corporation (“ RLJ ”), RLJ Entertainment, Inc., a Nevada corporation, and a wholly owned subsidiary of RLJ (“
New Holdco ”), Image Entertainment, Inc., a Delaware corporation (“ Image ”), Acorn Media Group, Inc., a District of Columbia corporation
(“ Acorn ”) and Peter Edwards, in his capacity as the Shareholder Representative (the “ Shareholder Representative ”).

                                                              WITNESSETH :

        WHEREAS, on April 2, 2012, RLJ and Image entered into an Agreement and Plan of Merger (the “ Merger Agreement ”);

       WHEREAS, on April 2, 2012, RLJ and the holders of Series B Preferred Stock of Image entered into a Preferred Stock Purchase
Agreement (the “ Preferred Stock Purchase Agreement ”);

        WHEREAS, on April 2, 2012, RLJ, Acorn, the stockholders of Acorn and the Shareholder Representative entered into a Stock
Purchase Agreement (the “ Stock Purchase Agreement ” and, together with the Merger Agreement and Preferred Stock Purchase Agreement,
the “ Agreements ”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement;

        WHEREAS, pursuant to Section 6.11 of the Merger Agreement, RLJ is required to cause New Holdco to execute a joinder to the
Merger Agreement;

        WHEREAS, in connection with the Merger Agreement and the Preferred Stock Purchase Agreement, RLJ desires to cause New
Holdco to execute a joinder to the Preferred Stock Purchase Agreement;

        WHEREAS, pursuant to Section 6.14 of the Purchase Agreement, RLJ is required to cause New Holdco to execute a joinder to the
Purchase Agreement; and

        WHEREAS, New Holdco desires to be bound by all of the terms and conditions set forth in the Agreements.

         NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and
other good and valuable consideration, the sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties
hereto agree as follows:

         1.      Joinder and Assumption . New Holdco hereby assumes, and hereby agrees to perform and observe, each and every one of the
representations, warranties, covenants, rights, promises, agreements, terms, conditions, obligations, appointments, duties and liabilities
applicable to it under each of the Agreements. Upon the execution of this Joinder Agreement, New Holdco shall become a party to each of the
Agreements and be bound by all of the terms and conditions set forth in the Agreements.
        2. New Holdco Representations and Warranties . New Holdco hereby represents and warrants to the Image, Acorn and the
Shareholder Representative as follows:

                  (a)          New Holdco is a corporation duly organized, validly existing and in good standing under the laws of Nevada
with the corporate power and authority to own and operate its business as presently conducted.

                  (b)            New Holdco has full corporate power and authority to execute and deliver this Joinder Agreement and the
Agreements and to consummate the transactions contemplated by this Joinder Agreement and the Agreements. The execution and delivery of
this Joinder Agreement and the consummation of the transactions contemplated by this Joinder Agreement and the Agreements have been duly
and validly approved by the board of directors and the stockholders of New Holdco, and no further approval by New Holdco’s board of
directors or stockholders is required. This Joinder Agreement has been duly and validly executed and delivered by New Holdco and (assuming
due authorization, execution and delivery by the Image, Acorn and the Stockholder Representative of this Joinder Agreement) constitutes a
valid and binding obligation of New Holdco, enforceable against New Holdco in accordance with its terms, except as enforceability may be
limited by bankruptcy laws, other similar laws affecting creditors’ rights and general principles of equity affecting the availability of specific
performance and other equitable remedies.

                  (c)             New Holdco was formed for the sole purpose of carrying out the transactions contemplated by the Agreements
and has no assets or liabilities other than its rights and obligations under this Joinder Agreement, the Agreements and any other document or
instrument to be executed by New Holdco in connection therewith.

                    (d)           Neither the execution and delivery by New Holdco of this Joinder Agreement (or the Agreements to which New
Holdco shall become a party pursuant hereto) nor the consummation by New Holdco of the transactions contemplated by the Agreements, nor
compliance by New Holdco with any of the terms or provisions hereof or thereof, will (i) conflict with or violate the articles of incorporation or
bylaws of New Holdco, (ii) assuming that all consents, approvals, authorizations and other actions described in Section 4.05(b) of the Merger
Agreement and Section 3.03 of the Stock Purchase Agreement have been obtained and all filings and obligations described in Section 4.05(b)
of the Merger Agreement and Section 3.03 of the Stock Purchase Agreement have been made, conflict with or violate any law, rule, regulation,
order, judgment or decree applicable to New Holdco or by which any of its property or assets is bound or affected, or (iii) result in any breach
of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the creation of a lien or other encumbrance on any property or asset of
New Holdco pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or
obligation to which New Holdco is a party or by which New Holdco or any of its property or assets is bound or affected, except, with respect to
clause (iii), for any such conflicts, violations, breaches, defaults or other occurrences which would not, individually or in the aggregate, prevent
or materially delay consummation of any of the Transactions or otherwise prevent or materially delay New Holdco from performing its
obligations under the Agreements and would not have an RLJ Material Adverse Effect.


                                                                         2
         3.     Counterparts . This Joinder Agreement may be executed in counterparts, and by facsimile or portable document format (pdf)
transmission, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by
each of the parties hereto and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

         4.   Miscellaneous Provisions . The provisions of Article IX of the Merger Agreement (other than Sections 9.03, 9.05 and 9.06) are
hereby incorporated by reference herein, mutatis mutandis .



                                                         [ Signature Page Follows ]


                                                                     3
        IN WITNESS WHEREOF, the undersigned have caused this Joinder Agreement to be duly executed and delivered as of the date first
above written.


                                                                                   RLJ ENTERTAINMENT, INC.


                                                                                   By: /s/ H. Van Sinclair
                                                                                   Name: H. Van Sinclair
                                                                                   Title: President


                                                                                   RLJ ACQUISITION, INC.


                                                                                   By: /s/ H. Van Sinclair
                                                                                   Name: H. Van Sinclair
                                                                                   Title: President


                                                                                   IMAGE ENTERTAINMENT, INC.


                                                                                   By: /s/ Theodore Green
                                                                                   Name: Theodore Green
                                                                                   Title: Chairman / Chief Executive Officer


                                                                                   ACORN MEDIA GROUP, INC.


                                                                                   By: /s/ Peter D. Edwards
                                                                                   Name: Peter D. Edwards
                                                                                   Title: Chairman



                                                                                   /s/ Peter D. Edwards
                                                                                   (Signature)

                                                                                   Print Name: Peter Edwards




                                       [SIGNATURE PAGE TO JOINDER AGREEMENT BY AND AMONG
                              RLJ ENTERTAINMENT, INC., RLJ ACQUISITION, INC., IMAGE ENTERTAINMENT, INC.,
                                   ACORN MEDIA GROUP, INC. AND THE STOCKHOLDER REPRESENTATIVE]
Investor Presentation
2 Safe Harbor Statement Disclaimer Neither RLJ Acquisition, Inc. nor any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information contained in this presentation. The sole purpose of the presentation is to assist persons in
deciding whether they wish to proceed with a further review of the propos ed transaction discussed herein and is not intended to be all - inclusive or to contain all the information that a person may desire in considering the proposed transaction discussed herei n. It is not intended to form
the basis of any investment decision or any other decision in respect of the proposed transaction. This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions. This presentation shall also not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any
such offering will b e m ade in compliance with applicable securities laws or exemptions therefrom. Additional Information and Where to Find It This document may be deemed to be solicitation material in respect of the proposed business combination involving RLJ Acquisi tio n, Inc.,
Image Entertainment, Inc. and Acorn Media Group, Inc. On April 13, 2012, RLJ Entertainment, Inc. filed with the SEC a Registration Statement on Form S - 4 containing prelim inary proxy statements of Image Entertainment, Inc. and RLJ Acquisition, Inc. and a prospectus of RLJ
Entertainment, Inc. regarding the proposed business combination. This material is not a substitute for the final joint proxy statement / prospectus regarding the proposed business combination. Investors and security holders are urged to read the preliminary joint proxy statement /
prospectus, the final joint proxy statement / prospectus and any other relevant documents filed with the SEC when available carefully because they contain impo rta nt information regarding RLJ, Image and Acorn, the proposed business combination and related matters. The final joint
proxy statement / prospectus will be mailed to stockholders of RLJ Acquisition, Inc. and Image Entertainment, Inc. When available, you will be able to obtain copies of all documents regarding this business combination a nd other documents filed by RLJ with the SEC, free of charge, at
the SEC’s website (www.sec.gov) or by sending a request to RLJ Acquisition, Inc., 3 Bethesda Metro Center, Suite 1000, Bethes da, Maryland 20814, or by calling RLJ at (301) 280 - 7737. Image will also file certain documents with the SEC in connection with its stockholder meeting to
be held in connection with the pr opo sed business combination, which will be available on the SEC’s website at www.sec.gov. Participants in the Business Combination RLJ, Image and their respective directors and executive officers may be deemed to be participants in the solicitation
of prox ies from the stockholders of RLJ and Image in connection with the proposed business combination. Information regarding the officers and directors of RLJ is available in RLJ’s annual report on Fo rm 10 - K for the year ended December 31, 2011, which has been filed with the
SEC. Information regarding the officers and directors of Image is available in Image annual report on For m 1 0 - K/A for the year ended March 31, 2011, which has been filed with the SEC. Additional information regarding the interests of such potential participants is also included in
the Reg ist ration Statement on Form S - 4 (and will be included in the definitive joint proxy statement / prospectus for the proposed business combination) and the other relevant documents filed with the SEC . Non - GAAP Financials The financial information and data contained in this
presentation is unaudited and does not conform to the SEC’s Regulation S - X . Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, the joint proxy statement / prospectus included in the Re gis tration Statement on Form
S - 4 filed by RLJ Entertainment, Inc. with the SEC. This presentation includes certain estimated financial information and forecasts presented as pro forma financ ial measures that are not derived in accordance with generally accepted accounting principals (“GAAP”), and which may be
deemed to be non - GAAP financial measures within the meaning of Regulat ion G promulgated by the SEC. RLJ Acquisition, Inc. believes that the presentation of these non - GAAP financial measures serve to enhance the understanding of the financial per formance of RLJ, Image and
Acorn and the proposed business combination. However, these non - GAAP financial measures should be considered in addition to, and not as substitutes fo r or superior to, financial measures of financial performance prepared in accordance with GAAP. Pro forma financial measures
may not be comparable to similarly titled pro for ma measures reported by other companies.
3 Forward Looking Statements This presentation includes “forward - looking statements” within the meaning of the safe harbor provisions of the United States Pr ivate Securities Litigation Reform Act of 1995. RLJ Acquisition, Inc’s actual results may differ from its expectations,
estimates and projections and consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate ,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward - looking statements. These forward - looking statements include, without limitation, RLJ Acquisition, Inc’s expectations with respect to future performance and anticipate d f inancial
impacts of the proposed transaction; approval of the proposed certificate of incorporation amendments by shareholders, the satisfaction of the closin g c onditions to the proposed transaction; and the timing of the completion of the proposed transaction. These forward - looking statements
involve significant risks and uncertainties that could cause the actual results to differ mater ially from the expected results. Most of these factors are outside RLJ Acquisition, Inc’s control and difficult to predict. Factors that may cause such differences i ncl ude, but are not limited to,
those described under the heading “Risk Factors” in RLJ Acquisition, Inc’s final prospectus, dated February 15, 2011, and annual report from 10 - K for the year ended December 31, 2011, and Image’s annual report on Form 10 - K, as amended, for the fiscal year ended March 31, 2011.
Other factors include the possib ility that the transactions contemplated by a potential transaction agreement do not close, including due to the failure of certain closing conditions. RLJ Acquisition, Inc. cautions that the foregoing list of factors is not exclusive. Additional information
concerning these and other risk factors is contained in RLJ Acquisition, Inc’s most recent filings with the Securities and Exchange Commission. All subsequent written and oral forward - loo king statements concerning RLJ Acquisition, Inc., a potential transaction agreement, the related
transactions, or other matters and attributable to RLJ Acqu isi tion, Inc. or any person acting on their behalf, are expressly qualified in their entirety by the cautionary statements above. RLJ Acquisition, Inc. cautions readers not to place undue reliance upon any forward - looking
statements, which speak only as of the date made. RLJ Acquisition, Inc. does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, condit
ions or circumstances on which any such statement is based.
Executive Summary RLJ Entertainment will be one of the largest independent global distributors of video and digital content with expected combined 2012 revenue of approximately $230 million and expected 2013 revenue of approximately $264 million * Demonstrated track
record of successfully acquiring, curating, pricing and extracting value from content Strong expertise in developing niche brands and genre categories, and effectively reaching targeted audiences Superior management team with over 150 years of combined industry experience and a
history of success in the sector led by Robert Johnson Well - capitalized and profitable company with significant operational and financial flexibility Independent and nimble; can quickly react to changes in market dynamics Strong cash flow and conservative leverage based on
2012E pro forma EBITDA of $36.9 million and 2013E EBITDA of $44.2 million * Significant growth opportunities and synergies upon integration Product expansion (i.e., additional libraries), genre expansion (i.e., urban, faith, fitness) and channel expansion (i.e., Google and
YouTube) Access to major strategic players and content creators 4 RLJ Entertainment, Inc. (“RLJ Entertainment”) is being formed through the three - way combination of RLJ Acquisition, Inc., Image Entertainment, Inc. (“Image”) and Acorn Media Group (“Acorn”) * Note:
Projections as reported represent the approximate midpoint of ranges provided by management
TED GREEN Director Chief Executive Officer Chairman and CEO of Image Entertainment Former President and Co - Owner of distributor Anchor Bay Most recently Chairman of publically traded TM Entertainment Extensive media background including Sony Wonder,
CBS, Polygram Records and ATCO/Warner Music 5 Strong, Experienced Management Team Founder and chairman of Black Entertainment Television (BET), the nation’s first and leading television network targeting an African American audience In 2001, Mr. Johnson sold BET
to Viacom for approximately $3 billion and remained the Chief Executive Officer through 2006 In 2003, founded the RLJ Companies, a diversified holding company managing in excess of $3.5 billion in equity and employing over 300 people ROBERT JOHNSON Executive
Chairman PETER EDWARDS Vice Chairman Founder and Chairman of Acorn Media Group CEO of Acorn from 1984 to 2007 Led creation of multi - national subsidiaries and the launch of a multi - channel direct to consumer marketing operation Director of Agatha Christie
Limited MIGUEL PENELLA Director President & Chief Operating Officer CEO of Acorn Media Group since 2007 President of Acorn Direct Division from 2004 through 2007 Led efforts to acquire more significant content ownership with acquisitions of Greenlit Productions
(Foyle’s War) and a controlling interest in Agatha Christie Ltd; and led creation of subscription video streaming service JOHN HYDE Director President, Global and Strategic Development Vice Chairman of Image Entertainment Seasoned industry executive specializing in
turnaround situations Experience includes serving as COO of Starz Media, COO of IDT Entertainment, CEO of Film Roman and Vice Chairman of Jim Henson Company JOHN AVAGLIANO Chief Financial Officer COO and CFO of Image Entertainment President of Britania
Holdings, a provider of strategic and financial services to film, video and apparel industries Previously held multiple financial and operation positions at Warner Bros. Home Entertainment (CFO), Warner Music (SVP of Financial Operations) and Polygram (SVP of Finance for North
America)
Transaction Overview 6 Transaction Consideration Management and Board Expected Closing RLJ Entertainment will acquire Acorn, Image and RLJ Acquisition RLJ Entertainment will apply for listing on the NASDAQ Approximate pro forma enterprise value of $194M
Substantial cash position with approximately zero net leverage* 1 Committed debt facilities provide additional flexibility Total consideration to acquire Acorn and Image: $139.1 million in cash* 2 3.139 million newly issued shares of RLJ Entertainment common shares 3
1.0 million warrants to purchase 1.0 million shares of RLJ Entertainment Acorn and Image shareholders will own 5.2% and 11.0% of RLJ Entertainment common shares, respectively* Management Presenters Robert Johnson (Executive Chairman) Ted Green (CEO) Miguel
Penella (President & COO) John Avagliano (CFO) Board will be comprised of a majority of independent directors and representatives of management June 2012; dependent on SEC process and other necessary approvals *Note: Assumes no redemptions and RLJA Founders
cancel 29.4% of their base promote shares; in the event of redemptions, cash con sideration is reduced (1) Pro forma net debt includes: Term loan of $22.0M and Cash of $22.3M (2) Includes the retirement of $11.7M of line of credit, as projected by management (3) Net of a $1.5M
purchase price adjustment related to transaction fees to be paid by Image common shareholders, per Image merge r a greement
Investment Highlights 7 One of the largest independent distributors of genre - based content in a highly - fragmented market Long - term control of 5,000+ niche and genre titles creates significant barriers to entry Over 20 million disks sold in 2011 on a combined basis yields
economies of scale in manufacturing and distribution, and increases leverage with retail partners Strong and growing relationships with major online and streaming content providers Seasoned management team with over 150 cumulative years of directly relevant industry experience
G ROWTH P RESENCE & S CALE D ISTRIBUTION F INANCIALS & C APITAL S TRUCTURE Significant and multiple opportunities to roll - up other entities and acquire libraries/content Leverage growing digital distribution across existing 3 rd Party relationships and
proprietary outlets Robert Johnson and management’s expertise and relationships will accelerate growth Easily realized, substantial synergies Overall market expanding as consumers continue to increase their appetite for content and diversify the manner in which it is consumed
   Strong balance sheet with limited leverage positions the company for future growth Steady, predictable and diversified revenue streams Flexible capital structure Ability to make complementary and strategic acquisitions such as recent Agatha Christie library Ability to
optimize content value by actively managing distribution across all formats, channels, and geographies (i.e. windowing strategies, format agnostic approach, price discrimination) Global distribution with centers of excellence in the U.S., Canada, U.K. and Australia Respected Acorn
brand provides well - established direct - to - consumer channel
RLJ Entertainment Business Overview
S ELECT B USINESS T ERMS 9 Business Description 9 Content Focus: Genre - based titles, brands, and libraries Rights Term: Generally 5 - 20 years Historic renewal rate of more than 95% Acquisition Cost: Initial upfront royalty payment to content owner RLJ retains
100% of revenue from content distribution until it recoups its distribution fee, all distribution costs, and/or the royalty advance After the fees and/or royalty advance are recouped, royalty payments become payable to the content owner; usual revenue split is in favor of RLJ Return on
Investment: ~30% target IRR for acquired content over the term of rights’ ownership Content Owner Content Distribution Physical Digital Broadcast Direct Royalty Payments Receive Revenue Deliver Content Acquire Content B USINESS M ODEL
Unique Content Offering 10 Market - leading position in British Mystery and Drama programming where long - running franchises provide steady and predictable revenue streams over long periods of time Films (feature films, independents, horror, documentaries, direct - to - DVD,
etc.) Niche and genre - oriented brands and titles (health & wellness, British programming, life - long learning, urban, etc.) Specialty Content (classic television, comedy performances, music concerts, theatre productions, gospel, horror, etc.) Audio content Literary publishing
rights RLJ Entertainment will own or have long - term rights to a variety of genre - based entertainment content in numerous formats C OMEDY B RITISH M YSTERY & D RAMA H ORROR F EATURE F ILMS U RBAN F ITNESS /H EALTH & W ELLNESS C RITERION C
ATALOG M USIC
   Trusted curator of British TV and specialty programming with a focus on mystery and drama Physical: Catalog and e - commerce site Digital: AcornTV Multi - channel, International Distribution Footprint 11 RLJ Entertainment will continue to optimize the distribution of content
across multiple formats, channels, and geographies Proprietary Direct - to - Consumer Lifestyle brand focused on health and wellness Physical: Catalog and e - commerce site Other Consumer Brands D IVERSIFIED D ISTRIBUTION C HANNELS Wide ranging distribution
channels that include digital, broadcast and physical Partnered with key industry leaders, delivering content globally I NTERNATIONAL P RESENCE U NPARALLELED M EDIA R ELATIONSHIPS North America, U.K., Australia S TRONG , E STABLISHED B RANDS Life
- long learning & educational content Ownership of iconic literary and content library Publishing, films and merchandise Urban focused content exploited across diverse formats Award winning, classic and contemporary films; restored and including supplementary materials
Growth Strategy 12 Leverage current brands, content rights and categories along with current infrastructure through continued acquisition of titles Continue to build out key initiatives in urban, faith, horror, fitness and learning segments Acquire content libraries to augment
current offering with new genres/niches Coordination with 3 rd party independent film community D ISTRIBUTION C ONTENT Develop and execute niche brand strategies focused on digital distribution and direct relationships with distinct audiences Focus on securing
comprehensive distribution rights and/or content ownership; ensuring the ability to maximize exploitation opportunities as distribution platforms evolve Develop and build out monetization platform for content producers (i.e. AcornTV) Leverage international distribution capabilities
  Roll up digital and smaller distribution entities
Financial Overview
Retail Distribution 69% Direct - To - Consumer 18% Digital & Broadcast 12% Other 2% Entertainment Media 89% Other 11% $31.7 $38.9 $1.6 $5.3 $3.7 $22.2 $36.9 $44.2 $0 $10 $20 $30 $40 $50 2011 2012E 2013E Pro Forma Realized Synergies Annualized Synergies $199 $230
$264 $0 $50 $100 $150 $200 $250 $300 2011 2012E 2013E * Note: Projections as reported represent the approximate midpoint of ranges provided by management (1) Based on 2011 revenue of $187.6 million for Image and Acorn combined; ACL revenues and sales mix not included
Consolidated Financial Snapshot Strong revenue - generating base with significant operating synergies and up - side potential 14 $ in millions $ in millions P RO F ORMA EBITDA P RO F ORMA R EVENUE C HANNEL M IX 1 P RODUCT M IX 1
Outlook 2012 Projected Net Revenue between $214 and $246 million Adjusted EBITDA between $35 and $39 million Net Income between $2.4 and $3.0 million   2013 Projected   Net Revenue between $246 and $282 million   Adjusted EBITDA between $42 and $46
million Net Income between $12.6 and $14 million 15 *Note: Management projections; reconciliation of Adjusted EBITDA to GAAP on slide 21
Transaction Summary
Implied Share Price $10.00 Fully Diluted Shares 5 19.417 Pro Forma Fully Diluted Equity Value $194.2 Pro Forma Net Debt 6 (0.3) Implied Enterprise Value $193.9 2012E Pro Forma EBITDA 7 $36.9 Implied TEV/2012 EBITDA Multiple 5.3x 2013E EBITDA 7 $44.2 Implied
TEV/2013 EBITDA Multiple 4.4x Sources Uses RLJ Cash 1 $140.7 Purchase of Acorn Debt Facility 22.0 Cash 3 $104.8 Vendor Working Capital Advance 2 3.8 Stock 10.0 RLJ Common Equity Issued 31.4 Revolver Retirement 4 3.2 Total Sources $197.9 Subtotal $118.0 Purchase of
Image Cash $22.6 Stock 21.4 Debt Retirement 4 8.5 Subtotal $52.5 Fees & Expenses 5.1 Cash to Balance Sheet 22.3 Total Uses $197.9 RLJA Public 74.0% RLJA Founders 9.8% Image Shareholders 11.0% Acorn Shareholders 5.2% Transaction Valuation and Ownership 17 RLJA
will offer the opportunity to redeem its common stock via a proxy process RLJA Sponsors will cancel 29.4% of their base promote shares, retaining 1,902,574 base shares RLJ Entertainment to operate under a December 31 fiscal year end Assuming no redemptions, cash may be
used to opportunistically repurchase warrants at closing Image insiders to cancel up to 35,401,977 of Image common shares Sun Trust - Robinson Humphrey to provide debt financing in support of the transaction; $22M term loan and $20M line of credit ($16M available to be
drawn at close) committed at close, and approximately 50% of the total debt facility up to $72M will be syndicated (delayed - draw term loan and line of credit) Image preferred equity holders to exchange stock for cash consideration and subordinated notes depending on the level of
cash available at close *Note: Assumes no redemptions and RLJA Founders cancel 29.4% of their base promote shares; in the event of redemptions, cash consideration is reduced (1) Cash in trust net of deferred underwriting fees and RLJA unrestricted cash to be contributed (2) Interest -
free working capital advance made by the company’s manufacturing and distribution partners (3) Assumes $2.9 million in ACL transaction fees to be paid as cash consideration per Acorn merger agreement (4) Represents management’s estimated revolver balances at close T
RANSACTION H IGHLIGHTS P RO F ORMA E QUITY O WNERSHIP * T RANSACTION S OURCES & U SES * I MPLIED T RANSACTION V ALUE * (5) Net of Founders’ contingent shares (6) Pro forma net debt includes: Term Loan of $22.0M and Cash of $22.3M (7)
Excludes any potential long - term equity incentive compensation plan to be provided to executives
% of Valuation Multiples Operating Metrics Stock 52 Week Market Enterprise EV/Sales EV/EBITDA Revenue Growth EBITDA Margin Company Name Price High Cap Value 2011 2012E 2013E 2011 2012E 2013E 2012E 2013E 2012E 2013E Lions Gate Entertainment Corp. $12.21
75.4% $1,751 $2,646 1.7x 1.3x 1.1x NM 9.3x 11.8x 32.5% 12.4% 13.5% 9.5% DreamWorks Animation SKG Inc. 17.42 63.6% 1,463 1,346 1.9x 1.9x 1.8x 10.4x 11.4x 9.8x 0.1% 7.7% 17.0% 18.3% Perform Group plc. 4.78 91.0% 1,078 978 5.9x 4.4x 3.5x NM 18.6x 13.5x 33.8%
25.5% 23.9% 26.2% Eros International Plc 4.06 89.3% 480 636 3.6x 2.8x 2.6x 8.5x 7.5x NA 29.7% 7.1% 37.3% NA Entertainment One Ltd. 2.55 76.7% 478 632 0.8x 0.7x 0.7x 9.6x 7.1x 6.6x 10.4% 5.9% 10.5% 10.6% Gaumont SA 59.08 92.5% 252 400 3.7x 4.4x 5.0x NA NA NA
(15.3%) (13.4%) NA NA Bona Film Group Limited 5.61 84.5% 341 349 2.9x 2.0x 1.4x 18.9x 12.4x 7.5x 48.5% 40.4% 16.0% 18.8% Gaiam Inc. 4.09 65.7% 93 81 0.3x 0.4x 0.4x 12.5x 5.3x 4.2x (30.6%) 13.5% 8.1% 9.0% Max $2,646 5.9x 4.4x 5.0x 18.9x 18.6x 13.5x 48.5% 40.4%
37.3% 26.2% 75th Percentile 1,070 3.6x 3.2x 2.8x 12.5x 11.9x 11.3x 32.9% 16.5% 20.5% 18.7% Mean 884 2.6x 2.2x 2.1x 12.0x 10.2x 8.9x 13.7% 12.4% 18.1% 15.4% Median 634 2.4x 2.0x 1.6x 10.4x 9.3x 8.7x 20.1% 10.1% 16.0% 14.5% 25th Percentile 387 1.5x 1.1x 1.0x 9.6x 7.3x
6.9x (3.7%) 6.8% 12.0% 9.8% Min 81 0.3x 0.4x 0.4x 8.5x 5.3x 4.2x (30.6%) (13.4%) 8.1% 9.0% RLJ Entertainment $10.00 - - $193.9 1.0x 0.8x 0.7x 8.7x 5.3x 4.4x 15.6% 14.8% 16.0% 16.7% Public Comparables 18 Management believes RLJ Entertainment is being created at a
substantial discount to the peer group At 5.3x 2012E EBITDA and 4.4x 2013E EBITDA, the entity’s implied trading range is at an approximate 50%+ discount to its peers Source: Capital IQ Note: All financial information as of market close on 4/12/12; RLJ Entertainment projections
provided by management
Appendix
Description Annualized Total ($ in millions) Operating Expense Reduction Reduction in operating expenses by eliminating duplicative and redundant costs, including compensation and occupancy, resulting from the business combination and the outsourcing of non-core activities $2.8
Manufacturing Savings Savings associated with the transfer of Acorn's DVD and Blu-Ray production to Sony Pictures and Home Entertainment (SPHE), under the Image contract. Based on projected North American disc sales by Acorn in 2011. $1.3 Disc Packaging (paper goods)
Savings on paper goods associated with the production of Acorn discs that will be realized via the transition to the Image production contract with SPHE $0.2 Distribution & Fulfillment Planned savings on distribution and order fulfillment charges associated with the move of Acorn disc
distribution, warehousing and order fulfillment to the Image contract with SPHE $0.4 US Catalog & International Restructuring Planned restructuring that will reduce international travel, professional fees, and print and replication expenses of the US Catalog business $0.3 Employee
Compensation Plans to restructure compensation for certain employees $0.6 Professional Fees Elimination of redundant professional fees, most notably audit and legal services $0.2 Other Elimination of redundant subscriptions to Nielsen VideoScan market research and planned cost
savings affiliated to the pre-production of Acorn titles to be released in 2012 (110 DVD and 17 Blu-Ray) $0.1 SPHE Distribution Fee Fee of 4.5% of tangible media sales made through Sony Pictures and Home Entertainment; Expense based on projected incremental increase in DVD and
Blu-Ray disc sales associated with moving Acorn disc production and distribution to SPHE ($0.7) Total Synergies $5.3 Itemized Transaction Synergies 20
Adjusted EBITDA Reconciliation 21 * Note: Projections as reported represent the approximate midpoint of ranges provided by management (1) Assumes transaction date of 6/30/12 (2) Assumes a 40% tax rate (3) Includes deferred manufacturing credit related to the $3.8 million vendor
working capital advance (4) Includes step - up amortization of identified intangibles related to the business combination (5) One - time severance and other integration expenses, as projected by management ($ in Millions) 2011 2012E 1 2013E Net Income (Loss) to Common (1.9) 2.7
13.3 Income Taxes (Benefit) 2 (1.0) 4.3 8.8 Interest Expense, net 1.9 2.6 2.9 Other Expense 3 (0.1) - - Depreciation and Amortization 4 19.5 19.3 19.2 EBITDA, as presented 18.4 28.9 44.2 Acorn Normalizing Adjustments 1.3 3.5 - Image Normalizing Adjustments 3.0 - - ACL
Normalizing Adjustments (1.0) - - RLJ Normalizing Adjustments 0.5 - - Unrealized Transaction Synergies - 3.7 - Non-Recurring Business Combination Adjustments 5 - 0.9 - Total Adjustments 3.8 8.0 0.0 Adjusted EBITDA, as presented $22.2 $36.9 $44.2
37.3% 23.9% 17.0% 16.0% 16.0% 13.7% 10.5% 8.1% N/A 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% Eros International Perform Group DreamWorks RLJ Entertainment Bona Film Lions Gate Entertainment One Gaiam Gaumont 13.5x 11.8x 9.8x 7.5x 6.6x 4.4x 4.2x
N/A N/A 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x Perform Group Lions Gate DreamWorks Bona Film Entertainment One RLJ Entertainment Gaiam Eros International Gaumont 18.6x 12.4x 11.4x 9.3x 7.5x 7.1x 5.3x 5.3x N/A 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x
18.0x 20.0x Perform Group Bona Film DreamWorks Lions Gate Eros International Entertainment One Gaiam RLJ Entertainment Gaumont 3.1x 1.7x 1.4x 0.2x - 0.1x - 0.9x - 1.0x - 1.9x N/A - 3.0x - 2.0x - 1.0x 0.0x 1.0x 2.0x 3.0x 4.0x Lions Gate Entertainment One Eros International
Bona Film RLJ Entertainment Gaiam DreamWorks Perform Group Gaumont Public Comparables Benchmarking 22 TEV/2012P EBITDA TEV/2013E EBITDA N ET D EBT /2012P EBITDA 2012P EBITDA M ARGINS Source: Capital IQ Note: All financial information as of market
close on 4/11/12; RLJ Entertainment projections provided by management
                                                                                                                                   Exhibit 99.2




NEWS RELEASE
For Immediate Release

       RLJ Entertainment, Inc. Files Registration Statement on Form S-4 and RLJ Acquisition, Inc. Files Investor Presentation
                                        RLJ Acquisition, Inc. To Hold Investor Conference Call

BETHESDA, MD//APRIL 13, 2012// Robert L. Johnson, Chairman of The RLJ Companies and founder of Black Entertainment Television
(BET), announced today that RLJ Entertainment, Inc. (“RLJ Entertainment”), a holding company formed by RLJ Acquisition, Inc. (OTCQB:
RLJAU; RLJA; RLJAW) (the “Company”), has filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (the
“SEC”) which includes the preliminary proxy statement of the Company. Last week the Company announced its agreement to acquire Image
Entertainment, Inc. (OTCQB:DISK) (“Image”) and Acorn Media Group Inc. (“Acorn”), two highly complementary media businesses.
Additionally, the Company filed an Investor Presentation with the SEC. Johnson will serve as Executive Chairman of RLJ Entertainment, and
will leverage his substantial expertise in media, consumer branding, and strategic relationships to accelerate growth and drive value creation.
These filings can be viewed at the SEC’s Internet site at http://www.sec.gov or by directing a request to: Lisa Warner Pickrum at 301.280.7703
or RLJA@rljcompanies.com.

The business combination is subject to approval of the Company’s and Image’s respective stockholders, as well as regulatory approval and
other customary closing conditions. Assuming these conditions are met, the business combination is expected to be completed by the end of the
second quarter of this year.

The Company will hold will hold an investor conference call on Tuesday, April 17, 2012 at 2:30 p.m. eastern daylight time. The dial-in number
is as follows: 866 270.6057 (toll-free) or 617 213.8891 (toll) and participant passcode: 13969243. A webcast of the call will be available at:
http://www.rljcompanies.com/companies/rlj-acquisition-inc/ or http://www.image-entertainment.com/information/investor. For replay dial-in
information, which will be available two hours after the call for one week, from 04/17/2012 05:00 PM ET to 04/24/2012 11:59 PM ET, dial:
888 286.8010 (toll-free) or 617 801.6888 (toll) and participant passcode: 83268899.
Forward-Looking Statements

This press release may include “forward looking statements” within the meaning of the “safe harbor” provisions of the United Stated Private
Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”,
“expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that
are not statements of historical matters. Investors are cautioned that such forward looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the businesses of the Company, RLJ Entertainment, Image, Acorn and the combined
companies after completion of the proposed business combination are based on current expectations that are subject to risks and uncertainties.

A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These
factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of
the Agreement and Plan of Merger between the Company, RLJ Entertainment and Image (the “Merger Agreement”), the Preferred Stock
Purchase Agreement by and between the Company, RLJ Entertainment and the holders of preferred stock of Image (the “Preferred Stock
Purchase Agreement”) or the Stock Purchase Agreement by and among the Company, RLJ Entertainment, Acorn, the shareholders of Acorn,
and Peter Edwards, as the shareholder representative (the “Stock Purchase Agreement”); (2) the outcome of any legal proceedings that may
be instituted against the Company, Image or others following announcement of the Merger Agreement, the Preferred Stock Purchase
Agreement, the Stock Purchase Agreement and transactions contemplated therein; (3) the inability to complete the transactions contemplated
by the Merger Agreement due to the failure to obtain approval of the stockholders of the Company or Image, (4) delays in obtaining, adverse
conditions contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the
Merger Agreement, the Preferred Stock Purchase Agreement and the Stock Purchase Agreement; (5) the risk that the proposed transaction
disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability
to recognize the anticipated benefits of the business combination; (7) costs related to the proposed business combination; (8) changes in
applicable laws or regulations; (9) the possibility that Image or Acorn may be adversely affected by other economic, business, and/or
competitive factors; and (10) other risks and uncertainties indicated from time to time in filings with the SEC by the Company, RLJ
Entertainment or Image.

Readers are referred to the most recent reports filed with the SEC by the Company and Image. 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.
Additional Information

On April 13, 2012, RLJ Entertainment filed with the SEC a Registration Statement on Form S-4 containing preliminary proxy statements of
Image and the Company and a prospectus of RLJ Entertainment regarding the proposed business combination. This material is not a substitute
for the final joint proxy statement/prospectus regarding the proposed business combination. Investors and security holders are urged to read
the preliminary joint proxy statement/prospectus, the final joint proxy statement/prospectus and any other relevant documents filed
with the SEC when available carefully because they contain important information regarding the Company, RLJ Entertainment,
Image and Acorn, the proposed business combination and related matters. The final joint proxy statement/prospectus will be mailed to
stockholders of the Company and Image. Stockholders will also be able to obtain copies of the Registration Statement and the joint proxy
statement/prospectus, without charge, once available, at the SEC’s Internet site at http://www.sec.gov or by directing a request to: Lisa Warner
Pickrum at 301.280.7703 or RLJA@rljcompanies.com.

Participants in the Business Combination

RLJ Entertainment, the Company, Image and their respective directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of the Company and Image in connection with the proposed business combination. Information
regarding the officers and directors of the Company is available in the Company’s annual report on Form 10-K for the year ended
December 31, 2011, which has been filed with the SEC.

Information regarding the officers and directors of Image is available in Image’s annual report on Form 10-K/A for the year ended March 31,
2011, which has been filed with the SEC. Additional information regarding the interests of such potential participants is also included in the
Registration Statement on Form S-4 filed by RLJ Entertainment with the SEC on April 13, 2012 (and will be included in the definitive proxy
statement/prospectus for the proposed business combination) and the other relevant documents filed with the SEC.

Disclaimer

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.

Media Inquiries: Traci Otey Blunt, 240.744.7858 or press@rljcompanies.com
Business Inquiries: Lisa Warner Pickrum, 301.280.7703 or RLJA@rljcompanies.com
About RLJ Acquisition, Inc. (RLJAU; RLJA; RLJAW) is a special purpose acquisition company (SPAC), also known as a blank check
company, that seeks to acquire one of more operating companies. RLJ Acquisition, Inc. intends to use the net proceeds from its initial public
offering to acquire one or more operating businesses through a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination. For more information about RLJ Acquisition, Inc., please visit:
http://www.rljcompanies.com/companies/rlj-acquisition-inc/

About Image Entertainment - Image Entertainment, Inc. is a leading independent licensee and distributor of entertainment programming in
North America, with approximately 3,700 exclusive DVD titles and approximately 350 exclusive CD titles in domestic release and more than
450 programs internationally via sublicense agreements. For many of its titles, Image Entertainment has exclusive audio and broadcast rights,
as well as digital download rights to approximately 2,200 video programs and approximately 500 audio titles containing more than 6,000
individual tracks. Image Entertainment is headquartered in Chatsworth, California. For more information about Image Entertainment, please
go to www.image-entertainment.com .

About Acorn Media Group - Based in suburban Washington, D.C. and founded by Chairman Peter Edwards, Acorn Media Group has grown
from a one-man basement documentary production and distribution operation in the mid-1980s into a leading independent media company
operating on three continents. Acorn Media Group consists of four divisions. With its Acorn label, Acorn Media U.S. is the leading distributor
of British television programming to consumers in North America. Its Acacia label offers a line of original health & wellness programming.
Appealing to the growing lifelong learning audience, Acorn U.S. also offers acclaimed documentaries on the Athena label. Acorn Direct is a
direct-to-consumer division offering DVDs, digital downloads, and other high quality products in North America through its Acorn and Acacia
catalogs and e-commerce websites. Acorn Media U.K. and Acorn Media Australia distribute comparable lines of DVD titles to consumers in
the U.K., Australia, and New Zealand. For more information about Acorn Media Group, please visit www.AcornMedia.com.

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