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Institutional Shareholder Services (ISS) Rejects Five Lions Gate Nominees to Image Entertainment Board.


ISS ISS

See Institutional Shareholder Services (ISS).
 Declares That Lions Gate Has "No Vision" For Image

CHATSWORTH, Calif. -- Image Entertainment (Nasdaq:DISK) announced today that Institutional Shareholder Services (ISS) has issued its analysis of the proxy contest Proxy contest

A battle for the control of a firm in which a dissident group seeks, from the firm's other shareholders, the right to vote those shareholders' shares in favor of the dissident group's slate of directors. Also called proxy fights.
 initiated by dissident shareholder Lions Gate Entertainment
Lions Gate redirects here, for other meanings see Lions' Gate (disambiguation)‎.
Lions Gate Entertainment Corporation, (usually renderred as Lionsgate
 Corp. (NYSE NYSE

See: New York Stock Exchange
:LGF LGF Little Green Footballs (blog site)
LGF Local Government Finance
LGF Local Government Funds (Ohio)
LGF Långsamtgående Fordon (Swedish vehicle with a maximum allowed speed of 45 km/h) 
), which recommends that Image stockholders reject five of Lions Gate's nominees to Image's Board of Directors at the Company's upcoming October 10 annual meeting. In recommending that shareholders withhold their votes from all but one of the dissident nominees, ISS -- which Lions Gate itself acknowledges is "the leading independent proxy voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting.

Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members
 advisory service" -- further advises that "shareholders must be willing to have faith in the incumbent's vision," including Image's upcoming release of major motion pictures on DVD DVD: see digital versatile disc.
DVD
 in full digital video disc or digital versatile disc

Type of optical disc. The DVD represents the second generation of compact-disc (CD) technology.
 and the monetization of the extensive library of digital rights of Image's wholly-owned subsidiary Egami Media. "Any vision," says ISS, "is arguably better than no vision, which is what LGF has offered to date."

ISS also expresses particular concern that Lions Gate may be attempting to use its board nominees to "stack the deck Stack the Deck is a pricing game on The Price Is Right. Debuting on October 9, 2006, it is played for a car. Gameplay
The contestant is shown seven digits, in the style of playing cards, and five spaces representing the price of the car.
" in favor of its inadequate bid to acquire the company "regardless of whether such bid is in the best interests of shareholders." ISS further cautions that "the dissidents have not presented shareholders with a detailed operational plan, including those that would run the company if current management were to be removed (or leave) or even proposals for specific governance changes."

The Company recommends that stockholders use Image's WHITE proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card.  to vote "FOR" all of Image's nominees and NOT sign or return Lions Gate's blue proxy card, which stockholders should discard.

About Image Entertainment:

Image Entertainment, Inc. is a leading independent licensee, producer and distributor of home entertainment programming in North America, with over 3,000 exclusive DVD titles and approximately 200 exclusive CD titles in domestic release and approximately 300 programs internationally via sublicense agreements. For many of its titles, the Company has exclusive audio and broadcast rights and, through its subsidiary Egami Media, Inc., has digital download rights to more than 1,500 video programs and over 150 audio programs containing more than 2,500 tracks. The Company is headquartered in Chatsworth, California, and has a domestic distribution facility in Las Vegas, Nevada. The Company's subsidiary Image Entertainment (UK) maintains a content acquisition office in London, England. For more information about Image Entertainment, Inc., please go to www.image-entertainment.com.

Forward-Looking Statements:

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 relating to, among other things, our goals, plans and projections regarding our financial position, results of operations, market position, product development and business strategy. These statements may be identified by the use of words such as "will," "may," "estimate," "expect," "intend," "plan," "believe," and other terms of similar meaning in connection with any discussion of future operating or financial performance. All forward-looking statements are based on management's current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and could cause actual outcomes and results to differ materially from current expectations.

These factors include, among other things, our inability to raise additional working capital, changes in debt and equity markets, increased competitive pressures, changes in our business plan, and changes in the retail DVD and entertainment industries. For further details and a discussion of these and other risks and uncertainties, see "Forward-Looking Statements" and "Risk Factors" in our most recent Annual Report on Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
, and our Quarterly Report on Form 10-Q Form 10-Q

See 10-Q.
 for the quarter ended June 30, 2006, particularly the Risk Factors entitled "Relativity Media's failure to deliver the expected number or quality of motion pictures may adversely affect our business" and "Failure to effectively manage future growth from the Relativity deal may adversely affect our business." Unless otherwise required by law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Sep 28, 2006
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