Empresas y finanzas

The Orchard(R) and Digital Music Group Complete Merger



    The Orchard Enterprises Inc., a leading global digital distributor
    and marketer of music, and Digital Music Group, Inc. (formerly NASDAQ
    symbol "DMGI"), a content owner and leader in the digital distribution
    of music and video catalogues, today announced that the two companies
    have completed their previously-announced plans to merge. The combined
    company (the "Company") will begin trading on November 14, 2007 on the
    NASDAQ Global Market under the symbol "ORCD." Current Orchard
    president and chief executive Greg Scholl will lead the combined
    company as CEO, and headquarters will be at The Orchard´s offices in
    New York City. It is anticipated that the DMGI business will rapidly
    be integrated with The Orchard. The combined business will all be
    conducted under the name "The Orchard."

    The Company controls a substantial catalogue of entertainment
    assets, with over one million music recordings available for sale and
    thousands of hours of television, film and video programming. It is a
    market leader for independent distribution of digital music and video,
    with powerful marketing, promotion, distribution and operations
    capabilities throughout the world. The Company serves artists, labels,
    music publishers, television, film and video library owners and other
    rights holders by developing new and inventive ways to market and sell
    digital content. In addition, for digital and mobile retailers,
    advertisers, consumer brands and technology companies, the Company
    provides a single point of access to one of the world´s largest and
    highest quality digital content catalogues that spans global
    superstars and niche and specialty artists.

    "The Orchard and DMGI create a powerful combination in the rapidly
    growing digital media industry," said Mr. Scholl. "DMGI adds exciting
    new artists and record labels to The Orchard´s already extensive music
    catalogue, and offers an immediate and significant leadership position
    in the digital distribution of independently owned TV, film and video
    content."

    Mr. Scholl added, "We anticipate rapidly integrating the companies
    to reduce costs aggressively. At the same time, we anticipate driving
    revenue through proactive and productive outreach to DMGI´s clients to
    ensure they take full advantage of the increased distribution and more
    sophisticated retail sales and marketing capabilities that The Orchard
    offers."

    At a special meeting held today, the merger and a reverse stock
    split were approved by DMGI stockholders. The reverse split was
    necessary to maintain a NASDAQ Global Market listing, and the Board of
    Directors today authorized a one-for-three reverse split to be
    effective on November 14, 2007, when the stock will begin trading
    under the symbol "ORCD."

    For legal purposes, DMGI is acquiring The Orchard, although the
    combination will be accounted for as a reverse merger with The Orchard
    deemed to be the "acquiror" for accounting and financial reporting
    purposes. As consideration in the business combination, DMGI has
    issued (or reserved for issuance pursuant to deferred stock awards)
    3,021,364 shares of common stock on a post-split basis (or 9,064,091
    shares on a pre-split basis) and 448,833 shares of convertible
    preferred stock to the shareholders of The Orchard, including its
    principal shareholder Dimensional Associates, LLC. Each share of
    preferred stock is convertible into, and has voting rights equivalent
    to, 3.33 shares of common stock on a post-split basis (or 10 shares of
    common stock on a pre-split basis), with a liquidation preference of
    $55.70. After closing of the merger, the shareholders of The Orchard
    collectively own approximately 60% of the Company´s voting shares
    outstanding (assuming conversion of the preferred stock and including
    shares reserved for issuance under deferred stock awards).

    As contemplated by the merger agreement and set out in DMGI´s
    proxy statement, Greg Scholl, Viet Dinh, Danny Stein and Michael
    Donahue have been appointed to the Company´s Board of Directors, and
    will serve along with David Altschul, Terry Hatchett and Clayton
    Trier, who remain Directors of the Company.

    Barth Ballard has relinquished responsibilities as interim CEO and
    has agreed to serve in a transition role during the integration of the
    companies, after which time he will resign from the company. Richard
    Rees, who agreed in September to serve in an interim role as Vice
    President of Business Development ahead of the finalized merger
    agreement, has submitted his resignation, effective today. Tuhin Roy,
    who served as Chief Strategy Officer of DMGI and President of DMGI´s
    subsidiary Digital Rights Agency, has submitted his resignation,
    effective today. DMGI´s Digital Rights Agency subsidiary brand (along
    with the Psychobaby, DMI and Digital Music Group brands) will be
    integrated into The Orchard, and the company will retain one brand and
    one identity as The Orchard.

    About the Company

    The Orchard is a leading digital distributor and marketer of music
    and, with the acquisition of DMGI, becomes a music and video content
    owner and first-mover in the digital distribution of independently
    owned video content, such as music videos, episodic television shows,
    feature-length films, short films, and cartoons and other animated
    features. The Company is represented in 29 countries and controls an
    unparalleled catalog of music encompassing thousands of labels and
    every conceivable music genre and era. The Company supplies music and
    video to the leading digital music stores and mobile operators
    throughout the world, and executes global marketing and promotion
    programs locally, with experts in every major music territory managing
    initiatives tailored to each country´s unique dynamic. The Company
    works as a close business partner with its label clients and provides
    retail sales and marketing, an extensive suite of online promotional
    programs, synchronization placement, global royalty collection, global
    publishing administration, and in select cases, co-production
    investment capital. The Company also provides strategic media services
    to an impressive roster of digital retailers and leading consumer
    brands, ranging from publishing research, licensing and administration
    through comprehensive online and offline branding programs.

    Forward-Looking Statements

    This release contains statements that are considered to be
    forward-looking statements within the meaning of federal securities
    law (including, without limitation, information regarding the
    Company´s marketing, promotion, distribution and operations
    capabilities and the opportunity for combined revenue synergies and
    cost reductions) that involve risks and uncertainties that could cause
    the actual results of the Company following the merger to differ
    materially from management´s current expectations. Actual results
    could differ materially from those anticipated in such forward-looking
    statements as a result of many reasons, including risks, uncertainties
    and factors which include, but are not limited to:

    -- our ability to successfully integrate the operations of The
    Orchard and DMGI and achieve the anticipated operational
    synergies and cost reductions;

    -- revenue and earnings expectations which are difficult to
    predict because of our limited operating history and emerging
    nature of the digital media industry;

    -- our limited operating history in the acquisition, processing
    and sale of digital video content;

    -- acceptance and adoption of the digital format by consumers and
    potential changes in consumers´ tastes and preferences in
    music and video, and the extent to which our content will
    appeal to consumers;

    -- our ability to successfully identify, acquire for a
    commercially reasonable valuation, and process additional
    catalogs of music and video content;

    -- competitive and economic conditions in our industry;

    -- our ability to renew multi-year agreements for digital rights
    to music and video content as they expire;

    -- our limited ability to influence the pricing models of digital
    entertainment services;

    -- we may not have proper legal title to the digital rights
    associated with music and video content that we purchase or
    license, or others may claim to have such rights;

    -- potentially long delays in receiving the master music and
    video recordings that we acquire rights to;

    -- our dependence on digital entertainment services to review,
    process and make all of our digital offerings available on a
    comprehensive and timely basis for purchase by consumers;

    -- music and video piracy;

    -- availability, terms and use of capital to continue to grow our
    business;

    -- our dependence on Apple iTunes Store for the majority of our
    revenue;

    -- our ability to successfully enter into new sales channel
    relationships;

    -- the differing interpretations of and potential ambiguities in
    U.S. copyright laws; and

    -- maintaining adequate internal operating and financial controls
    over our business and financial reporting.

    Many of the factors listed above are and will be beyond the
    Company´s control. Given these uncertainties, you should not place
    undue reliance on such forward-looking statements. The matters
    discussed in this press release also involve risks and uncertainties
    described in DMGI´s most recent filings with the Securities and
    Exchange Commission (SEC), including its Annual Report for 2006 on
    Form 10-K filed with the SEC on March 30, 2007 and its most recent
    Quarterly Report on Form 10-Q filed with the SEC on November 13, 2007.
    The Company assumes no obligation to update the forward-looking
    information contained in this release.