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Shareholder angered by Imagine plan

Imagine Films Entertainment is deliberately keeping shareholders in the dark, according to one disgruntled Imagine shareholder.

“We have no idea what has happened over the last six months,” said Joel Kaplan, a retired stockbroker, who maintains that a public shareholder should have been appointed to the board’s special committee. Kaplan made his remarks in a prepared statement.

Kaplan, who expects the board to approve Imagine founders Ron Howard and Brian Grazer’s $ 9-per-share bid for the company, said, “The deck has been stacked against (public shareholders) from the start.”

Imagine officials wouldn’t comment on the accusation. As expected, Howard and Grazer once again extended their proposal to acquire their embattled film company, this time to Jan. 11.

As reported, Howard and Grazer, in response to a request by Imagine’s board, have proposed to acquire the company for $ 9 a share, or $ 21 million. They earlier extended the deadline to this past Monday.

In a filing with the Securities & Exchange Commission, the two said they extended the deadline to 5 p.m. PST on Jan. 11 to permit more time for talks with the company.

Michael Metzler, Imagine chief financial officer, said the two also were “in discussions” with Universal to finance their proposal.

But some public shareholders maintain no one is protecting their interests, since Grazer and Howard together own a 54% stake, with Universal a potentially significant shareholder if it exercises its convertible preferred stock.

Another large investor, who preferred to remain anonymous, maintains, “Investors will end up with nothing. If I’d left my money in the bank, I would have made more money” in the six years since the company went public, he said.

Since this spring, five shareholder lawsuits have been filed in Delaware Chancery Court, said Grazer and Howard’s attorney.

These suits, which have been consolidated, charge Grazer and Howard with trying to acquire the company on the cheap. Shareholders maintain the company is worth $ 12 to $ 13 a share. Others want $ 15.

Kaplan maintains that if Imagine, with Universal’s backing, can spend an estimated $ 70 million to make and market “Far and Away,” starring Tom Cruise, “MCA can advance $ 7 million in additional funding to buy out Imagine’s public shareholders. Instead, it is willing to grind us through a lengthy lawsuit. I find this illogical and appalling,” he said.

In its 13-D filing earlier this month, Universal said it will advance up to $ 3.2 million to Grazer and Howard for legal fees. Joseph J.Giunta, a lawyer with Skadden Arps who represents the duo, said that money could be spent on legal fees from defending themselves against shareholder lawsuits.

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