Rhythm & Hues Acquired By Affiliate Of Prana Studios, Inc.

          Rhythm & Hues Acquired By Affiliate Of Prana Studios, Inc.

New Operating Company to Provide Capital and Digital Partnership

PR Newswire

LOS ANGELES, March 29, 2013

LOS ANGELES, March 29, 2013 /PRNewswire/ -- Academy Award®-winning visual
effects and animation studio Rhythm & Hues was acquired out of bankruptcy
today by a wholly-owned affiliate of Los Angeles-based Prana Studios, Inc. At
a hearing held today in U.S. Bankruptcy Court in Los Angeles, Judge Neil Bason
approved Prana Studios affiliate, 34x118 Holdings Inc., as the winning bidder
after a two-day auction. Prana Studios, Inc. is a U.S. animation and visual
effects studio with offices in Los Angeles and Mumbai, India.

"Our partnership will allow R&H to continue the business of creating
world-class digital imagery," said Jeffrey A. Okun, Senior Vice-President,
VFX, Prana Studios. "While remaining a stand-alone company focusing on
cutting-edge visual effects and innovative technology, R&H will be
complimented by Prana's world-class long-form animation. Our complimentary
talents and relationships will create a new, best-in-class one-stop boutique
provider of digital imagery to clients globally. With the additional support
of our strong investor group, we are confident R&H will continue to be the
innovative quality leader in our field that they've been for 30 years. We are
thankful to Universal and Fox for their overwhelming support."

The company's assets were acquired from the court by 34x118 Holdings Inc., a
Prana Studios affiliate. 34x118 Holdings Inc. is the new operating
company.Allan Soong of Deliotte CRG will serve as Chief Restructuring
Officer of the new operating company, and will work with Lee Berger as
President, Erika Burton as Co-President, and Gautham Krishnamurthy as CTO to
restructure the operations while maintaining the creative expertise which
comprises the heart and soul of the R&H brand.

"This is a positive outcome to a difficult situation," said Lee Berger, "and
we are thrilled to be able to put this process behind us. We are grateful for
Prana's support as well as the support of their investor group, and are
excited to begin the next chapter of R&H's history."

Anand Mahindra, Chairman, Mahindra Group said, "We are delighted to have been
early-stage investors in Prana Studios. This bold move will make them the
animation / VFX leaders with global delivery capability and will substantially
increase the scale and complexity of their work."

Founder of Sherpalo Ventures and Google Board member Ram Shriram said, "I am
excited for Prana - the best at full service digital animation, and now
digital VFX. This new arrangement allows for a single stop, stable long term
solution for all the digital creative needs of the studios."

Co-founder of Nexus Venture Partners Naren Gupta stated, "Prana's focus on
high-quality animation and VFX is a cost-effective business model that has
made us a favorite partner of leading studios around the world.Acquisition of
Rhythm & Hues will allow us to offer an even broader platform to our
partners. Prana and its founders are continuing to innovate the way
high-quality creative activities should be performed. I remain a huge fan of
Prana and its management team."

Peter M. Gilhuly of Latham & Watkins, Andrew Walter of Evolution Media
Capital, and PJ Shapiro of Ziffren, Brittenham and Branca represented Prana
Studios, Inc. in the negotiations. Brian L. Davidoff of Greenberg Glusker
represented Rhythm & Hues.

Rhythm&Hues is a global production powerhouse for the creation of visual
effects and animation for Hollywood movies. Among its 145 screen credits are
"Life of Pi," "The Golden Compass" and "Babe," Academy Award winners for
Achievement in Visual Effects, (in 2012, 2008, and 1995 respectively). R&H is
also the recipient of four Scientific and Technical Awards from the Academy of
Motion Picture Arts and Sciences (AMPAS). With headquarters in El Segundo,
California, and additional facilities in Mumbai&Hyderabad, India; Kuala
Lumpur, Malaysia; Vancouver, Canada; and Kaohsiung, Taiwan - R&H Films offers
filmmakers a dynamic creative resource with a vast array of technology and

Prana Studios, Inc. is an artist-driven, full-service 3-D animation and visual
effects studio with production offices in Los Angeles, CA, USA and Mumbai,
India. The studio develops content and creates state of the art visual imagery
for full-length feature animated films, high quality visual effects for live
action and hybrid films, short-form media, and special venue attractions.
Prana works in collaboration with major Hollywood studios and independent
production companies throughout the world. The studio's creative skills range
from visual and story development to final post, including complete CG and
stereoscopic animation and image creation. Prana is a U.S. company founded in
2003 by Arish Fyzee, Kristin Dornig and Pankaj Gunsagar, and is backed by an
outstanding group of investors who include Anand Mahindra (Mahindra &
Mahindra), Mukesh Ambani (Reliance Industries), Naren Gupta (Nexus Capital),
and Ram Shriram (Sherpalo). Jeffrey A. Okun is Sr. Vice-President of Visual

Prana Studios, Inc. is an anchor venture investor and partner in Kidaptive, an
innovative educational technology company dedicated to smart storytelling on
iPads. The curriculum is developed in collaboration with Stanford University
researchers to create entertaining and adaptive content that helps children

Current projects include the upcoming "Planes" theatrical release for the Walt
Disney Company (August 2013), the animated feature film "Legends of Oz"
(Spring 2014 release), "Pourquoi j'ai (pas) mange mon Pere" (Pathe 2014),
Percy Jackson 2 (20th Century Fox), and "Saving Santa" (Gateway Films 2013).

Major credits include the Academy Award Submitted "Secret of the Wings,"
"Tinkerbell and the Great Fairy Rescue" and "Tinkerbell and the Lost Treasure"
(Walt Disney Studios), "Hitchcock" (20th Century Fox), "The Watch" (20th
Century Fox), "Tron Legacy" (Walt Disney Studios), "Transformers, Dark of the
Moon" (Paramount Pictures), "Thor" (Paramount Pictures), "Tinkerbell" (Walt
Disney Studios), "The Chubb-Chubbs Save Xmas" (Sony Pictures Imageworks/Sony
Pictures Animation), "Hoodwinked" (The Weinstein Co.), Unstable Fables (The
Weinstein Co./The Jim Henson Co.), among others.

Media Contact:
Sarah Rothman
Sarah.Rothman@42West.net; (917) 623-6060

Julie Cloutier
Julie.Cloutier@42West.net; (305) 587-6321

SOURCE Prana Studios
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