RLJ

Practice Area: 
Stock Symbol: 
RLJE
Case Status: 
Investigations
Class Period: 
July 30, 2018

Ademi & O’Reilly, LLP is investigating the Board of RLJ Entertainment, Inc. (Nasdaq: RLJE) for possible breaches of fiduciary duty and other violations of Nevada law in connection with the sale of RLJ to AMC.

Ademi & O’Reilly, LLP alleges RLJ’s long-term financial outlook is improving and yet RLJ shareholders will receive only $6.25 for each share of RLJ common stock.  AMC is well aware of RLJ’s improving financial metrics and is purchasing RLJ at a substantial discount.  The merger agreement unreasonably limits competing bids for RLJ by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should RLJ receive and accept a superior bid. RLJ insiders, their affiliates and other major shareholders own significant voting stock, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of RLJ. Our investigation centers on the conduct of RLJ’s Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for RLJ given its current financial condition and prospects.