NOT FOR DISTRIBUTION OR DISSEMINATION INTO THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Halifax, NS – October 9, 2019 – DHX Media Ltd. (dba WildBrain) (“WildBrain” or the “Company”) (TSX: DHX, NASDAQ: DHXM) today announced that it is offering rights (the “Rights Offering”) to eligible holders of its common voting shares (“Common Voting Shares”) and variable voting shares (“Variable Voting Shares” and, together with the Common Voting Shares, “Voting Shares”) of record at the close of business on October 18, 2019 (the “Record Date”).
Pursuant to the Rights Offering, each holder of Voting Shares will receive one right (a “Right”) for each Voting Share held. Every 3.757635354 Rights will entitle the holder to subscribe for one whole Voting Share of the Company at a price of C$1.67 per Voting Share (the “Subscription Price”).
The Company has entered into a standby purchase agreement (the “Standby Purchase Agreement”) with Fine Capital Partners, L.P., as investment manager on behalf of certain of the funds it manages (“Fine Capital” and the “Standby Purchaser”) whereby Fine Capital has agreed to acquire any Voting Shares that are not taken up by holders of Rights, so that a total of 35,928,144 Voting Shares will be issued under the Rights Offering (the “Standby Commitment”). Pursuant to the Standby Purchase Agreement, and in consideration solely for the Standby Commitment, the Company has agreed to pay to Fine Capital a fee equal to $1.5 million (the “Standby Fee”). The Standby Fee will be paid in cash upon the completion of the Rights Offering.
WildBrain expects to raise gross proceeds of C$60 million from the Rights Offering and intends to use $50 million of the proceeds to reduce the Company’s term loan, and the remaining $10 million less offering expenses for general working capital purposes. As a result of this debt repayment, the Company’s net leverage ratio1 as at June 30, 2019 would be reduced from 5.92x to approximately 5.40x on a pro forma basis.
The Rights will trade on the Toronto Stock Exchange under the symbol DHX.RT commencing on October 17, 2019, and will cease trading at 12:00 p.m. (Toronto time) on November 15, 2019. The ex-rights trading date for the Voting Shares on the Toronto Stock Exchange will be October 17, 2019. The ex-rights trading date on the NASDAQ for the value receivable by ineligible shareholders for the Rights will be October 17, 2019. This means that Voting Shares purchased on or following October 17, 2019 will not be entitled to receive Rights under the Rights Offering. The Rights will not be listed and posted for trading on the NASDAQ. Rights are exercisable until 5:00 p.m. (Toronto time) on November 15, 2019 (the “Expiry Time”), after which time unexercised Rights will be void and of no value. Shareholders must hold at least 3.757635354 Voting Shares to exercise their Rights, as no fractional Voting Shares will be issued.
The Rights Offering includes an additional subscription privilege under which eligible holders of Rights who fully exercise their Rights will be entitled to subscribe for additional Voting Shares, if available, that are not otherwise subscribed for in the Rights Offering. Holders exercising their Rights will receive Common Voting Shares if they are Canadian (as defined under the Broadcasting Act (Canada)), and Variable Voting Shares if they are non-Canadian.
There are currently 135,004,863 Voting Shares outstanding. Following completion of the Rights Offering, WildBrain expects that there will be approximately 170,933,007 Voting Shares outstanding, on a non-diluted basis.
The Rights Offering will be conducted only in the provinces and territories of Canada (the “Eligible Jurisdictions”). Accordingly, and subject to the detailed provisions of a Rights Offering circular (the “Circular”), Rights will not be delivered to, nor will they be exercisable by, persons resident outside of the Eligible Jurisdictions unless such holders can establish that the transaction is exempt under applicable legislation. Rather, such Rights may be sold on their behalf. If you are a holder of Common Voting Shares and reside outside of Canada, please review the Company’s Rights Offering notice (the “Notice”), Circular and notice to ineligible shareholders to determine your eligibility and the process and timing requirements to receive and exercise your Rights.
Details of the Rights Offering will be set out in a Notice and Circular, which are available under the Company’s profile on SEDAR at www.sedar.com. The Notice and accompanying Rights certificate (the “Rights Certificate”) will be mailed to each eligible shareholder of WildBrain as at the Record Date. To subscribe, Registered shareholders must forward the completed Rights Certificate, together with the applicable funds, to the depositary and subscription agent, Computershare Investor Services, Inc., prior to the Expiry Time. Shareholders who own their Voting Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
The Rights and the Voting Shares issuable upon exercise of the Rights have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and accordingly, the Rights and the Voting Shares are not being publicly offered for sale in the “United States” or to “U.S. persons” (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended). This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. There shall be no sale of the securities in any jurisdiction in which an offer to sell, a solicitation of an offer to buy or a sale would be unlawful.
1. The net leverage ratio calculation is based on the definition in the Company’s senior secured credit agreement available on SEDAR at www.sedar.com.
For more information, please contact:
Investor Relations: Nancy Chan-Palmateer – Director, Investor Relations, WildBrain
At WildBrain we make great content for kids and families. With over 13,000 half-hours of filmed entertainment in our library – one of the world’s most extensive – we are home to such brands as Peanuts, Teletubbies, Strawberry Shortcake, Caillou, Inspector Gadget and Degrassi. Our shows are seen in more than 150 countries on over 500 telecasters and streaming platforms. Our AVOD business – WildBrain Spark – offers one of the largest networks of kids’ channels on YouTube, with over 109 million subscribers. We also license consumer products and location-based entertainment in every major territory for our own properties as well for our clients and content partners. Our television group owns and operates four family entertainment channels that are among the most-viewed in Canada. WildBrain is headquartered in Canada with offices worldwide and trades on the Toronto Stock Exchange (DHX) and the NASDAQ (DHXM). Visit us at www.wildbrain.com.
On September 23, 2019, DHX Media Ltd. announced it is rebranding as “WildBrain”.
This news release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information can be identified by words such as: “expect”, “intend,” “plan,” “seek,” “believe,” “estimate,” “future,” “likely,” “may,” “should,” “will” and similar forward-looking language. The expected proceeds to be raised under the Rights Offering and the use thereof constitutes forward-looking information. The forward-looking information contained in this news release is based on a number of assumptions which we believe to be reasonable, including assumptions relating to the completion of the Rights Offering and the timing thereof, the completion of the Standby Commitment in accordance with its terms, the amount of proceeds raised, the expected use of proceeds and the Company’s net leverage ratio as a result of the reduction of its term loan in connection with the Rights Offering. Forward-looking information entails various risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking information. Risks that could cause actual results to differ materially from those expressed or implied in the forward-looking information contained in this press release include, but are not limited to, that shareholders will not exercise all or any portion of the Rights, that the Company may not be able to find a suitable use of the proceeds of the Rights Offering, the level of dilution that will be experienced by shareholders who do not exercise all or a portion of their Rights, failure of the Standby Purchaser to fulfill its obligations under the Standby Purchase Agreement, failure to complete or a delay in the Rights Offering for any other reason, the lack of a trading market for the Rights developing and the trading price of the Voting Shares following completion of the offering. In addition, general risks relating to capital markets, economic conditions, regulatory changes, as well as the operations of our business may also cause actual results to differ materially from those expressed or implied in such forward-looking information. Forward-looking information is not a guarantee of future performance, and management’s assumptions upon which such forward-looking information are based may prove to be incorrect. Investors are cautioned not to place undue reliance on any forward-looking information contained herein. The Company disclaims any obligation to update or revise any forward-looking information contained in this news release, whether as a result of new information, future events or otherwise, except to the extent required by law.