BLUE ANT MEDIA TO ACQUIRE THUNDERBIRD ENTERTAINMENT
BLUE ANT MEDIA TO ACQUIRE THUNDERBIRD ENTERTAINMENT |
| [26-November-2025] |
STRATEGIC AND ACCRETIVE ACQUISITION WILL EXPAND BLUE ANT'S FINANCIAL AND OPERATIONAL SCALE, ADDING COMPLEMENTARY CAPABILITIES TO DRIVE LONG-TERM VALUE All amounts expressed in Canadian dollars
TORONTO and VANCOUVER, BC, Nov. 26, 2025 /CNW/ - Blue Ant Media Corporation ("Blue Ant") (TSX: BAMI), an international streamer, production studio and rights business, and Thunderbird Entertainment Group Inc. ("Thunderbird") (TSXV: TBRD) (OTCQX: THBRF), an award-winning, full-service multiplatform production, distribution, and rights management company, today announced that they have entered into a definitive arrangement agreement (the "Arrangement Agreement") under which Blue Ant will acquire all of the issued and outstanding common shares of Thunderbird ("Thunderbird Shares") (the "Transaction"). Under the terms of the Arrangement Agreement, each Thunderbird shareholder ("Thunderbird Shareholder") will have the option to elect to receive, for each Thunderbird Share, (i) 0.2165 Blue Ant subordinate voting shares ("Blue Ant SVS"), (ii) $1.77 in cash, or (iii) a combination thereof, subject to rounding and proration based on a maximum cash consideration of $40 million.
The Transaction is expected to deliver immediate financial benefits to Blue Ant, Thunderbird, and their respective shareholders on closing, including strong earnings and cash-flow accretion per share, significant cost synergies, and a meaningful increase to Blue Ant's public float, which is expected to enhance trading liquidity. This Transaction follows Blue Ant's reverse takeover of Boat Rocker Media, completed on August 1, 2025 (the "RTO"), and its subsequent listing on the TSX. "The acquisition of Thunderbird is anticipated to add scale and complementary capabilities that strengthen Blue Ant's studio business and enhance our earnings and cash flow," said Michael MacMillan, Blue Ant's Chief Executive Officer. "Thunderbird's world-class service work and proprietary content creation strengthens Blue Ant's studio portfolio and fortifies our ability to develop, package, and monetize content across multiple platforms, while improving operating efficiency across our combined businesses. We are thrilled to carry on the momentum we started with the RTO this summer." "This Transaction brings Thunderbird into a larger, more diversified media group with stronger commissioning opportunities, global distribution, and greater emphasis on IP ownership and monetization. It creates a powerful platform for future growth, while also delivering compelling value for shareholders," said Jennifer Twiner McCarron, Thunderbird CEO and Chair. "We anticipate joining Blue Ant from a position of financial strength in fiscal 2026. As of today, productions representing approximately 76% of the revenue associated with Thunderbird's current slate are approved and underway. Based on Thunderbird management's current visibility, we expect full-year revenue growth in the mid- to high-single-digit range year-over-year. Thunderbird also anticipates a corresponding increase in Adjusted EBITDA2, with margins in line with the prior year."
Ms. Twiner McCarron added, "We are excited to further strengthen our trajectory within a larger organization, and look forward to uniting the talent and capabilities of both teams as we move confidently into this next chapter of growth." Under the Transaction, assuming full cash proration, consideration per Thunderbird Share represents approximately $0.80 in cash and 0.1192 of a Blue Ant SVS. The total consideration to be received by Thunderbird Shareholders values Thunderbird at $1.77 per Thunderbird Share based on the closing price of Blue Ant SVS on November 25, 2025, representing a total equity transaction value of $89 million. Upon completion of the Transaction, assuming full cash proration, existing Blue Ant and Thunderbird Shareholders are expected to own approximately 79% and 21% of the pro forma company, respectively. If no cash elections are made, existing Blue Ant and Thunderbird shareholders would own approximately 67% and 33% of the pro forma company, respectively. The Transaction is expected to close in the first quarter of calendar 2026, subject to the satisfaction of customary closing conditions including court approval, approval of the Competition Bureau of Canada, the Toronto Stock Exchange ("TSX"), and Thunderbird Shareholder approval. Transaction Highlights and Strategic Rationale
Benefits to Blue Ant Shareholders
Benefits to Thunderbird Shareholders
More on Thunderbird Headquartered in Vancouver, British Columbia, with a team in Los Angeles, Thunderbird's production businesses include Atomic Cartoons, specializing in animation, and Great Pacific Media, focused on scripted, and unscripted content. The company also has a dedicated global distribution and consumer products team. Thunderbird has been listed three years in a row on the Globe and Mail's Top Growing Companies ranking, and its work has earned major industry accolades, including a Peabody Award, Emmy Awards, Canadian Screen Awards, and Annie Awards, among other recognitions. As of fiscal year-end 2025 (June 30), Thunderbird reported revenue of $185.7 million (up from $165.3 million in 2024), net income of $6.3 million (versus $2.4 million in 2024), and Adjusted EBITDA4 of $18.3 million, a 10% year-over-year increase. Thunderbird currently has 26 programs in various stages of production. Blue Ant Q4/YE Results On November 26, 2025, Blue Ant reported its Fiscal 2025 Q4 and year-end financial results. Blue Ant reported full year revenue of $204.0 million (versus $196.4 million in 2024), Adjusted EBITDA5 of $37.1 million (versus $37.0 million in 2024), and net income of $14.7 million (versus a net income of $18.5 million in 2024). As at August 31, 2025, Blue Ant had total cash of $54.4 million. By March 2026, the Company anticipates receiving an additional $48.3 million cash in connection with the RTO. This is comprised of $34.7 million as part of the previously disclosed Value Assurance Payment from Fairfax Financial and $13.6 million from the expected monetization of a vendor takeback promissory note issued to the Company in connection with the RTO.6
Transaction Details The Transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the "Plan of Arrangement"). Completion of the Transaction is subject to customary conditions, including, among others, court approval, approval under the Competition Act (Canada) ("Competition Act Approval") and the approval of at least two‐thirds of the votes cast by the Thunderbird Shareholders present in person or represented by proxy at the Meeting (as defined below). The Thunderbird board of directors ("Thunderbird Board"), having received a unanimous recommendation from a strategic review committee comprised solely of independent directors of Thunderbird (the "Strategic Review Committee"), and after receiving outside legal and financial advice, has unanimously (with Jennifer McCarron abstaining) determined that the Transaction is in the best interests of Thunderbird and is fair to Thunderbird Shareholders and unanimously (with Jennifer McCarron abstaining) recommends that Thunderbird Shareholders vote in favour of the Transaction. In making their respective determinations, the Thunderbird Board and the Strategic Review Committee considered, among other factors, the fairness opinion of Canaccord Genuity Corp. ("Canaccord Genuity") to the effect that, as of November 25, 2025, subject to the assumptions, limitations and qualifications contained therein, the consideration to be received by the Thunderbird Shareholders pursuant to the Transaction is fair, from a financial point of view, to the Thunderbird Shareholders. A copy of the fairness opinion of Canaccord Genuity will be included in the management information circular ("Information Circular") to be filed and mailed to Thunderbird Shareholders in connection with the special meeting of Thunderbird Shareholders (the "Meeting") to be called to approve the Transaction. In connection with the Transaction, the directors and executive officers of Thunderbird and certain other Thunderbird Shareholders holding an aggregate of approximately 37% of the issued and outstanding Thunderbird Shares, have entered into voting support agreements (the "Voting Support Agreements") with Blue Ant, pursuant to which they have agreed to, among other things, vote all of their Thunderbird Shares in favour of the Transaction. In connection with the proposed issuance of Blue Ant SVS pursuant to the Transaction, the TSX requires that Blue Ant obtain shareholder approval pursuant to section 611(c) of the TSX Company Manual, because the Transaction provides for the issuance of greater than 25% of the currently outstanding Blue Ant SVS. Section 604(d) of the TSX Company Manual provides that such approval may be obtained in writing from shareholders holding a majority of the outstanding voting securities of the listed issuer without the requirement to convene a shareholders' meeting for such purposes. Assuming all Thunderbird Shareholders elect to receive the share consideration and no Thunderbird Shareholder elects to receive the cash consideration under the Transaction, it is expected that, based on the information available to Thunderbird and Blue Ant as of the date hereof, (i) a maximum of 10,684,778 Blue Ant SVS will be issuable to former Thunderbird Shareholders in exchange for the issued and outstanding Thunderbird Shares, (ii) up to 221,263 Blue Ant SVS will be issuable pursuant to valid exercises of Thunderbird options, and (iii) up to 170,778 Blue Ant SVS will be issuable upon settlement of Thunderbird restricted share units which are expected to be outstanding prior to closing of the Transaction, representing approximately 51% of the issued and outstanding Blue Ant SVS as of the date hereof. The Transaction is an arm's length transaction. Blue Ant has obtained shareholder approval for the issuance of Blue Ant SVS pursuant to the Transaction by having its controlling shareholder, Michael MacMillan, who holds shares representing approximately 77% votes attached to all outstanding voting shares of Blue Ant, provide a written consent. The Blue Ant Board of Directors also unanimously determined that the Transaction is in the best interests of Blue Ant. In making its determination, the Board considered, among other factors, the fairness opinion of Cormark Securities Inc. to the effect that, as of November 25, 2025, subject to the assumptions, limitations and qualifications contained therein, the Transaction is fair, from a financial point of view, to Blue Ant. The Arrangement Agreement provides for customary deal protection provisions, including non-solicitation covenants of Thunderbird and "fiduciary out" provisions in favour of Thunderbird. In addition, the Arrangement Agreement provides for a termination fee of $3,560,000 payable by Thunderbird to Blue Ant if it accepts a superior proposal and in certain other specified circumstances, and a reverse termination fee of $1,500,000 payable by Blue Ant if the Competition Act Approval is not obtained. Each of Thunderbird and Blue Ant have made customary representations and warranties and covenants in the Arrangement Agreement, including covenants regarding the conduct of their businesses prior to the closing of the Transaction. Blue Ant intends to fund the cash consideration with cash on hand and available credit facilities. Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed in the first quarter of 2026. Upon closing of the Transaction, it is expected that the Thunderbird Shares will be delisted from the TSX Venture Exchange and the OTC, and that Thunderbird will cease to be a reporting issuer under applicable Canadian securities laws. The foregoing summary is qualified in its entirety by the provisions of the respective documents. Copies of the fairness opinion of Canaccord Genuity and a description of the various factors considered by the Strategic Review Committee and the Thunderbird Board in their determination to approve the Transaction, as well as other relevant background information, will be included in the Information Circular. Copies of the Information Circular, the Arrangement Agreement, the Plan of Arrangement, the Voting Support Agreements and certain related documents will be filed with the applicable Canadian securities regulators and will be available on SEDAR+ at www.sedarplus.ca. Blue Ant and Thunderbird management will host a conference call to discuss the Transaction and participate in a question-and-answer session. Conference Call Details: Blue Ant and Thunderbird management will host a joint conference call to discuss the transaction. DATE: November 26, 2025 A link to the webcast will also be available on Blue Ant's website at https://blueantmedia.com/investor-relations. Please connect at least 15 minutes prior to the conference call to ensure adequate time for any software download that may be required to join the webcast. An archived replay of the webcast will be available until December 2 by dialing 1-289-819-1450 (Toronto), 1-888-660-6345 (North America), Entry Code 72653 #. Advisors Bennett Jones LLP acted as legal advisor and Cormark Securities Inc. acted as financial advisor to Blue Ant. DLA Piper (Canada) LLP acted as legal advisor and Canaccord Genuity Corp. acted as financial advisor to Thunderbird. About Blue Ant Media Corporation Blue Ant Media is an international streamer, production studio and rights-management business. The company operates a diverse portfolio of free streaming and pay TV channels internationally, including Love Nature, Cottage Life, Smithsonian Channel Canada, BBC Earth Canada, HauntTV, Homeful, and Love Pets, as well as the subscription streaming service MagellanTV. Its studio business produces and distributes a wide range of premium content across key genres for streaming and broadcast platforms worldwide. Blue Ant Media is headquartered in Toronto, with a presence in Los Angeles, New York, Miami, Singapore, London, Washington, Sydney, Halifax, and Ottawa. blueantmedia.com⼁Instagram⼁LinkedIn About Thunderbird Entertainment Group Inc. Thunderbird Entertainment Group Inc. is a global award-winning, full-service multiplatform production, distribution and rights management company, headquartered in Vancouver, with a team in Los Angeles. Thunderbird creates award-winning scripted, unscripted, and animated programming for the world's leading digital platforms, as well as Canadian and international broadcasters. Thunderbird develops, produces, and distributes animated, factual, and scripted content through its various content arms, including Thunderbird Kids and Family (Atomic Cartoons), Thunderbird Unscripted (Great Pacific Media) and Thunderbird Scripted. Productions under the Thunderbird umbrella include Mermicorno: Starfall, Super Team Canada, Molly of Denali, Highway Thru Hell, Kim's Convenience, Boot Camp and Sidelined: The QB and Me. Thunderbird Distribution and Thunderbird Brands manage global media and consumer products rights, respectively, for the Company and select third parties. Thunderbird is on Facebook, X, and Instagram at @tbirdent. For more information, visit: www.thunderbird.tv. Forward-Looking Statements This news release contains "forward-looking information" within the meaning of applicable securities laws in Canada. Forward-looking information may relate to Blue Ant's and Thunderbird's future business, financial outlook and anticipated events or results and may include information regarding their financial position, business strategy, growth strategies, addressable markets, market share, budgets, operations, financial results, taxes, operating environment, business plans and objectives. Particularly, information regarding the companies' expectations of future results, performance, growth, achievements, prospects or opportunities or the markets in which they operate is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "budget", "estimates", "outlook", "financial outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding possible future events or circumstances, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information may include, among other things, the impact of the Transaction and expected benefits of the Transaction (including scale and complementary capabilities, enhancement of earnings, cash flow and production capacity and portfolio, expanding monetization abilities, accelerating growth, long-term shareholder value, enhanced trading liquidity of Blue Ant, operating efficiencies of the combined entity and envisioned synergies, the timing of realization of such synergies and the costs required to achieve them, pro forma capitalization and ownership, the value of consideration varying with the trading price of Blue Ant SVS, and the impact of elections and proration mechanics); the Transaction being an immediately accretive acquisition for Blue Ant; the proposed acquisition of Thunderbird by Blue Ant and terms thereof; the expected composition of the board of Blue Ant after giving effect to the Transaction; the anticipated timing of the Meeting; the anticipated timing for the completion of the Transaction; the expectation that the Thunderbird Shares will be delisted from the TSXV and OTC and that Thunderbird will cease to be a reporting issuer under applicable Canadian securities laws, and other statements that are not historical fact. Although Blue Ant and Thunderbird believe that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Blue Ant and Thunderbird, and their respective management and board of directors, as of the date hereof, the Transaction will be completed on terms and timing currently contemplated, all conditions to the completion of the Transaction will be satisfied or waived and the Arrangement Agreement will not be terminated prior to the completion of the Transaction, and assumptions and expectations related to premiums to the trading price of the Thunderbird Shares, returns to Thunderbird Shareholders and the timely and effective integration of the businesses. Blue Ant and Thunderbird caution that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Blue Ant or Thunderbird, and there is no assurance that they will prove correct. Forward‐looking statements also involve significant known and unknown risks and uncertainties. Many factors could cause actual results, performance or achievement to be materially different from any future forward‐looking statements. Factors that may cause such differences include, but are not limited to, changes to general economic, market and business conditions; Blue Ant's and Thunderbird's future financial and operating performance; the ability of Blue Ant and Thunderbird to complete the Transaction; Blue Ant's and Thunderbird's ability to provide a return on investment; Blue Ant's and Thunderbird's ability to maintain a strong financial position and manage costs; the ability of Blue Ant and Thunderbird to maximize the utilization of their existing assets and investments; and that the completion of the Transaction is subject to the satisfaction or waiver of a number of conditions as set forth in the Arrangement Agreement. There can be no assurance as to when these conditions will be satisfied or waived, if at all, or that other events will not intervene to delay or result in the failure to complete the Arrangement. There is a risk that some or all the expected benefits of the Arrangement may fail to materialize or may not occur within the time periods anticipated by Blue Ant and Thunderbird. Material risks that could cause actual results to differ from forward‐looking statements also include the inherent uncertainty associated with the financial and other projections; the prompt and effective integration of the combined company; the ability to achieve the anticipated synergies and value‐creation contemplated by the Transaction; the risk associated with Blue Ant's and Thunderbird's ability to obtain the approvals required to consummate the Transaction and the timing of the closing of the Transaction, including the risk that the conditions to the Transaction are not satisfied on a timely basis or at all; the risk that a consent or authorization that may be required for the Transaction is not obtained or is obtained subject to conditions that are not anticipated; the outcome of any legal proceedings that may be instituted against the parties and others related to the Arrangement Agreement; unanticipated difficulties or expenditures relating to the Transaction, the response of business partners and retention as a result of the announcement and pendency of the Transaction; risks relating to the value of Blue Ant SVS to be issued in connection with the Transaction; the impact of competitive responses to the announcement of the Transaction; and the diversion of management time on transaction‐related issues. Consequently, there can be no assurance that the actual results or developments anticipated by Blue Ant or Thunderbird (including the Transaction and impact or benefits related thereto) will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Blue Ant, Thunderbird, their respective shareholders, or the future results and performance of Blue Ant and Thunderbird. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release, see Blue Ant's Q4 and year ended F2025 August 31, 2025 financial statements and related MD&A and the Annual Information Form dated November 26, 2025 and Thunderbird's financial statements for the quarter ended September 30, 2025 and related MD&A, each available on SEDAR+ (www.sedarplus.ca) under the respective company's issuer profile. Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of Blue Ant and Thunderbird at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Blue Ant and Thunderbird disavow and disclaim any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Blue Ant and/or Thunderbird.
SOURCE Blue Ant Media Corporation | |||||||||||
Company Codes: OTC-BB:THBRF,OTC-PINK:THBRF,OTC-QX:THBRF,Toronto:BAMI,TorontoVE:TBRD |
