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8-K - Orchard Enterprises, Inc. | v192021_8k.htm |
EX-3.1 - Orchard Enterprises, Inc. | v192021_ex3-1.htm |
EX-3.2 - Orchard Enterprises, Inc. | v192021_ex3-2.htm |
Exhibit
99.1
THE
ORCHARD ANNOUNCES COMPLETION OF ACQUISITION BY DIMENSIONAL
ASSOCIATES
New York – July 29, 2010
–The Orchard (NASDAQ: ORCD), a
global leader in music and video distribution and comprehensive digital
strategy, today announced the completion of its acquisition by Dimensional Associates, LLC,
the New York-based private equity arm of JDS Capital Management, Inc. and the
majority owner of The Orchard. At The Orchard's annual meeting of
stockholders held today, The Orchard's stockholders voted to adopt the merger
agreement entered into on March 15, 2010, as amended, providing for the
acquisition by Dimensional Associates of the outstanding shares of common stock
of The Orchard not already owned by Dimensional Associates and its
affiliates.
Dimensional
Associates was the primary owner of The Orchard from 2003 until its reverse
merger with DMGI in November 2007 and, prior to the completion of the
acquisition today, was the majority owner of The Orchard. Daniel C.
Stein, an executive of Dimensional Associates, has been a member of The
Orchard’s Board of Directors since 2007.
“Following
the merger with Dimensional Associates—a strong associate for nearly a
decade—The Orchard will continue to service its global clients and partners with
the same diligence and positive results they’ve grown used to over the years,”
said Brad Navin, CEO of
The Orchard. “The company will remain focused on enhancing its delivery
platform, expanding its digital business, and building products to make our
clients more efficient marketers.”
Under the
terms of the merger agreement, The Orchard's stockholders are entitled to
receive $2.05 in cash, without interest and less any applicable withholding
taxes, for each share of common stock they owned immediately prior to the
effective time of the merger. The Orchard's common stock will cease
trading on the Nasdaq Stock Market at the opening of trading on July 30, 2010
and will be delisted from the Nasdaq Stock Market.
Adoption
of the merger agreement was subject to two votes. Under Delaware law,
the merger agreement was required to be adopted by the holders of a majority of
the voting power of the company’s common stock and Series A convertible
preferred stock outstanding on the record date of June 11,
2010. Holders of approximately 81% of these shares voted in favor of
the adoption of the merger agreement, representing 85% of the votes
cast.
In
addition to the vote required under Delaware law, the merger agreement was
required to be adopted by the holders of a majority of the voting power of the
company’s common stock and Series A convertible preferred stock outstanding on
the record date, other than Dimensional Associates and its
affiliates. Holders of approximately 58% of these shares voted in
favor of the adoption of the merger agreement.
Stockholders
will receive a letter of transmittal and instructions on how to surrender their
shares of The Orchard's common stock in exchange for the merger consideration.
Stockholders should wait to receive the letter of transmittal before
surrendering their shares.
About
The Orchard(R)
Headquartered
in New York and London with operations in 26 markets around the world, The
Orchard is an independent music and video distributor specializing in
comprehensive digital strategies for content owners. Through innovative global
marketing and promotions, The Orchard drives sales across more than 660 digital
and mobile storefronts in 75 countries, as well as physical retailers across
North America and Europe. The company was founded in 1997 as a business partner
that fosters creativity and independence within its global clients. For further
information, please visit www.theorchard.com.
Forward
Looking Statements
This
release may contain certain forward-looking statements regarding The Orchard's
expectations regarding future events and operating performance within the
meaning of Federal Securities laws that are subject to certain risks and
uncertainties and involve factors that may cause actual results to differ
materially from those projected or suggested. Factors that could
cause actual results to differ include, but are not limited to, the potential
loss of key personnel, disruption of our sales and operations or any impact on
The Orchard's relationships with third parties as a result of the merger; and
the outcome of, or expenses associated with the purported class action civil
suit filed in Delaware Chancery Court. Undue reliance should not be placed on
such forward-looking statements as they speak only as of the date hereof, and
The Orchard undertakes no obligation to update these statements to reflect
subsequent events or circumstances except as may be required by law. Additional
factors that could cause actual results to differ materially from those
projected or suggested in any forward-looking statements are contained in The
Orchard's most recent periodic reports on Form 10-K and Form 10-Q that are filed
with the Securities and Exchange Commission.
About
Dimensional Associates, Inc.
Dimensional
Associates, Inc., is the New York-based private equity arm of JDS Capital
Management, Inc. Its portfolio companies include eMusic and The
Orchard.
CONTACT:
Chris
Macowski
Cornerstone
PR
212 652
9278
chris@cornerstonepromotion.com
Source:
The Orchard