The Orchard Announces Completion of Acquisition by Dimensional Associates
July 29 2010 - 5:33PM
Business Wire
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.
Orchard Enterprise (MM) (NASDAQ:ORCD)
Historical Stock Chart
From Mar 2024 to Apr 2024
Orchard Enterprise (MM) (NASDAQ:ORCD)
Historical Stock Chart
From Apr 2023 to Apr 2024
