Blue Ant Media to acquire Thunderbird Entertainment

Executive Summary

• Blue Ant Media has entered a definitive arrangement agreement to acquire all outstanding common shares of Thunderbird Entertainment for an aggregate consideration of approximately $89 million (cash and Blue Ant subordinate voting shares).
• The deal provides Thunderbird shareholders with a choice of cash ($1.77 per share), share consideration (0.2165 Blue Ant shares per Thunderbird share), or a combination, delivering a 28 % premium to the 45‑day VWAP and an estimated $7 million of cost synergies in the first year.
• Transaction is expected to close in Q1 2026, subject to court, Competition Bureau, TSX, and shareholder approvals; upon closing Thunderbird will be delisted from the TSX Venture Exchange and OTC markets.

Key Details

• Consideration Structure:
• Each Thunderbird share may be exchanged for: (i) 0.2165 Blue Ant subordinate voting shares, (ii) $1.77 cash, or (iii) a combination thereof.
• Maximum cash component capped at $40 million; full‑cash proration equates to ~ $0.80 cash + 0.1192 Blue Ant shares per Thunderbird share.
• Total Transaction Value: Approximately $89 million, representing a 28 % premium to the 45‑day VWAP (or 50 % spot premium as of Nov 25, 2025).
• Ownership Post‑Closing (full cash election): Blue Ant ~ 79 %, Thunderbird shareholders ~ 21 %. Without cash elections: Blue Ant ~ 67 %, Thunderbird shareholders ~ 33 %.
• Synergies & Financial Impact: Expected immediate earnings and cash‑flow accretion; $7 million of cost synergies in the first 12 months; increase to Blue Ant’s public float and trading liquidity.
• Strategic Rationale: Enhances Blue Ant’s studio capacity (unscripted, animation, kids/YA), expands IP portfolio, adds production capabilities for major brands (e.g., Spider‑Man, Star Wars), and leverages Thunderbird’s AI initiatives.
• Management & Board Changes: Upon closing, Jennifer Twiner McCarron will join Blue Ant to oversee combined kids/animation business; one independent Thunderbird director added to Blue Ant board; existing Blue Ant management (including CEO Michael MacMillan) remains unchanged.
• Closing Conditions: Court approval, Competition Bureau of Canada sign‑off, TSX approval, and receipt of shareholder votes representing at least two‑thirds of the votes cast by Thunderbird shareholders.
• Fairness Opinions: Canaccord Genuity (Thunderbird) and Cormark Securities (Blue Ant) issued fairness opinions confirming financial fairness to respective shareholders as of Nov 25, 2025.
• Termination Fees: $3.56 million payable by Thunderbird to Blue Ant if a superior proposal is accepted; $1.5 million reverse termination fee payable by Blue Ant if Competition Act approval is not obtained.
• Financing: Cash consideration to be funded from Blue Ant’s cash on hand and existing credit facilities.

Notable Quotes

“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,” – Michael MacMillan, CEO, Blue Ant Media Corp.

“This transaction brings Thunderbird into a larger, more diversified media group with stronger commissioning opportunities… We anticipate joining Blue Ant from a position of financial strength in fiscal 2026,” – Jennifer Twiner McCarron, CEO & Chair, Thunderbird Entertainment Group Inc.