Best Practices Process Announced in May Results in Appointment of New
Directors Who Bring Significant Mix of Industry and Financial Expertise
Company Also Names Ron Chez as Strategic Advisor
LOS ANGELES & NEW YORK -- (Business Wire)
Cinedigm Corp. (NASDAQ: CIDM), a leading independent digital content
distributor, today announced it has appointed four new independent
directors – Blair Westlake, Andy Schuon, Zvi Rhine, and Patrick O’Brien
– to its Board of Directors, effective immediately. With the
appointments announced today, the two current vacancies on the Board are
filled and the size of the Board will go from 8 to 12 directors.
The Company also named Ron Chez to the role of Strategic Advisor to the
Company. In this capacity, Mr. Chez will advise Cinedigm on financings
and capital structure, strategic transactions and opportunities,
including acquisitions and dispositions, and other matters. Mr. Chez
brings deep business and financial expertise to the Company, including
six years as the Co-Chairman of Merriman Holdings, the parent company of
Merriman Capital.
“When the Company announced in May a plan to strengthen our Board to
better support our content distribution business and over-the-top
digital network business, we undertook a best practices process that
resulted in many qualified candidates to choose from,” said Chris
McGurk, Chairman and Chief Executive Officer. “Since then, our
nominating committee has been working hard to interview the candidates.
Today, we are pleased to announce that our search led us to Blair, Andy,
Zvi, and Patrick. Collectively, they bring important entertainment
experience, financial expertise, and significant industry relationships
to our Board, and we are certain they will help guide Cinedigm as we
continue to grow the Company and build shareholder value.”
Mr. Westlake is currently a Principal at MediaSquareup. Prior to that,
he was Corporate Vice President of Microsoft’s Media & Entertainment
Group. He has also served as Corporate Executive Vice President at
Gemstar-TV Guide and in various executive roles at Universal Studios,
where he was also Chairman of Universal Television & Networks Group for
18 years. He received a B.A. in Political Science from the University of
Southern California and a J.D. from Whittier College.
Mr. Schuon is the Chief Executive Officer of Master Channel, a media and
technology company. He is Co-Founder with “Sean” Diddy Combs of Revolt
Media and TV, a multi-platform cable television network, and is Chairman
of music service provider Elevated Networks. He is also a Co-Founder at
“C” Student Entertainment. Previously, he served as Chief Digital
Officer and President of Artist Services at Ticketmaster and founded
cable and online TV network IMF: The International Music Feed, where he
was President and Chief Executive Officer. He also served as president
of CBS's Infinity Broadcasting, pioneering music subscription service
Pressplay, and Farmclub.com, was General Manager of Warner Bros. Records
and Executive Vice President, Head of Programming at MTV, MTV2, and VH1.
He began his career as an on-air personality and program director at
various radio stations across the United States, including KROQ-FM Los
Angeles. He serves on the Boards of Directors at Master Channel and
Business Rockstars and served previously on the Boards of Directors at
Hot Topic Stores and Premiere Radio Networks.
Mr. Rhine is a Principal at Sabra Capital Partners, with over a decade
of financial and investing experience. He was previously Vice President
at The Hilco Organization and has also served in various roles at Boone
Capital, Banc of America Securities, and Piper Jaffray. He also sits on
the Board of Directors of Global Healthcare Real Estate Investment
Trust, a publicly traded company engaged in the acquisition of health
care related real estate. He earned a B.S. in Finance from the
University of Illinois at Urbana-Champaign and was a recipient of the
Bronze Tablet Award.
Mr. O’Brien is a seasoned executive and business advisor, with 40 years
of multi-unit international management experience with an emphasis in
financial analysis and business development. Since 2010, Mr. O’Brien has
served as a member of the Board of Directors of Merriman Holdings, Inc.
Mr. O’Brien is also a member of the Board of Directors of Ironclad
Performance Wear, which designs, manufactures, and markets task-specific
gloves. Mr. O’Brien is also a member of the Board of Directors of
Livevol, Inc., a private company that is a leader in equity and index
options technology, and CareXtend, a private, development stage business
in the health and lifestyle technology field. In 2009, Mr. O’Brien
formed Granville Wolcott Advisors, where he serves as its Managing
Director & Principal to provide consulting, due diligence, and asset
management services. Mr. O’Brien is a graduate of the Eli Broad College
of Business at Michigan State University with a Bachelor of Arts in
Hotel Management.
The announced appointments positively resolve ongoing discussions the
Company has had with Mr. Chez and Mr. Rhine, who have entered into a
Settlement Agreement providing for a standstill period.
“Additionally, we are pleased to have Ron onboard as a Strategic
Advisor. We have appreciated his thoughts and ideas thus far and look
forward to working with him in a more formal capacity,” continued McGurk.
Mr. Chez serves as president and sole owner of Ronald L. Chez, Inc., a
corporation that deals with financial management consulting, public and
private investments, turnaround strategies, structuring of new ventures,
and mergers and acquisitions. He is also Chairman of the Board of
Epiworks, Inc., a privately held epitaxial wafer manufacturer;
Co-Chairman of Merriman Holdings; and Chairman of the Chez Family
Foundation. He has also served on the advisory boards of JP Morgan Chase
and Hambrecht & Quist Access Technology Fund, as an advisor to
Motorola’s New Ventures Program, on the board and investment committee
of Abbott Capital, as a consultant and board member for Motorola Process
Control and Motorola Teleprograms, and as a board member and investor in
Preview Media (now Travelocity). Mr. Chez graduated from the University
of Illinois, with special honors, with a B.A. in Political Science and
is a member of the Phi Beta Kappa Society and a Bronze Tablet Award
recipient.
“Cinedigm strongly believes in good corporate governance, maintaining an
open dialogue with all key stakeholders, and ensuring that our investors
have an appropriate say in the management and strategic direction of the
Company,” said Peter Brown, Lead Independent Director. “To that end, we
are very pleased that Ron will be taking on a formal role with the
Company and Zvi will be joining the board. We believe the Company will
benefit greatly from their expertise and focus on value creation.”
As announced on May 18, 2015, Cinedigm engaged Korn Ferry, a leading
internationally recognized executive search and advisory firm, to help
in reconfiguring the Cinedigm Board. Korn Ferry is currently evaluating
candidates for the role of independent Chairman of the Board.
The Directors appointed today will stand for election at the Company’s
2015 Annual Meeting of Shareholders. As previously announced, current
director Wayne Clevenger will not stand for reelection at the Annual
Meeting, nor will Adam Mizel, the Company’s Chief Operating Officer, and
Gary Loffredo, the Company’s General Counsel and President of Digital
Cinema, both of whom, however, will remain in their executive roles. It
is expected that all other current Directors will stand for reelection.
In connection with today’s announcement, Mr. Chez and Mr. Rhine have
agreed to support all nominees recommended by Cinedigm’s Board at the
Company’s next two annual meetings, as well as other customary
standstill and voting provisions. The agreement between Cinedigm and Mr.
Chez and Mr. Rhine will be filed on Form 8-K with the Securities and
Exchange Commission.
Kelley Drye & Warren LLP is acting as legal advisor to Cinedigm.
ABOUT CINEDIGM:
Cinedigm is a leading independent content distributor in the United
States. Building on its pioneering role in transitioning over 12,000
movie screens from traditional analog film prints to digital
distribution, the Company, through both organic growth and acquisitions,
has become a leading distributor of independent content on all
platforms, including in the rapidly evolving over-the-top digital
network business.
Cinedigm™ and Cinedigm Digital Cinema Corp™ are trademarks of Cinedigm
Corp.
CIDM-G
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some oral statements of Cinedigm officials during presentations about
Cinedigm, along with Cinedigm’s filings with the Securities and Exchange
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reports on Form 10-Q and annual report on Form 10-K, are
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ADDITIONAL INFORMATION AND WHERE TO FIND IT
Cinedigm intends to file a proxy statement with the U.S. Securities and
Exchange Commission (the “SEC”) with respect to the 2015 Annual Meeting.
CINEDIGM STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY
STATEMENT, THE ACCOMPANYING WHITE PROXY CARD, AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Cinedigm, its
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participants in the solicitation of proxies from Cinedigm stockholders
in connection with the matters to be considered at Cinedigm’s 2015
Annual Meeting. Information about Cinedigm’s directors and executive
officers is available in Cinedigm’s Annual Report on Form 10-K for the
fiscal year ended March 31, 2015, filed with the SEC on June 30, 2015.
To the extent holdings of Cinedigm’s securities by such directors or
executive officers have changed since the amounts printed in the 2015
Form 10-K, such changes have been or will be reflected on Statements of
Change in Ownership on Form 4 filed with the SEC. More detailed
information regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise, will be
set forth in the proxy statement and other materials to be filed with
the SEC in connection with Cinedigm’s 2015 Annual Meeting. Stockholders
will be able to obtain any proxy statement, any amendments or
supplements to the proxy statement, and other documents filed by
Cinedigm with the SEC free of charge at the SEC’s website at www.sec.gov.
Copies also will be available free of charge at Cinedigm’s website at www.cinedigm.com
under Investor Relations or by writing to Cinedigm Corp. at 920
Broadway, 9th Floor, New York, NY 10010.
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Contacts:
Cinedigm Investor Relations:
Jill Newhouse Calcaterra
Office:
424-281-5417
Mobile: 310-466-5135
jcalcaterra@cinedigm.com
Source: Cinedigm Corp.
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