Independent Proxy Advisory Firm ISS Recommends Shareholders Vote "FOR" Plan of Arrangement With Blue Ant Media Corporation
Executive Summary
- Institutional Shareholder Services (ISS) recommends shareholders vote FOR the statutory plan of arrangement whereby Blue Ant Media will acquire all Thunderbird Entertainment shares.
- The consideration offers a ~50% premium to the pre‑announcement closing price, consisting of 0.2165 Blue Ant subordinate voting shares per Thunderbird share, $1.77 cash per share, or a combination thereof (capped at $40 M cash).
- Shareholders must vote by 9:00 a.m. Vancouver time on Jan 8 2026; the special meeting to approve the Arrangement is set for Jan 12 2026, with completion expected by end‑January 2026 pending court and regulatory approvals.
Key Details
- Arrangement Structure:
- Option to receive 0.2165 Blue Ant subordinate voting shares per Thunderbird share (equity component).
- Option to receive $1.77 cash per Thunderbird share (cash component).
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Combination of equity and cash also permitted; total cash consideration limited to C$40 million.
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Premium: ISS notes the mixed‑consideration structure provides a meaningful 50 % premium to Thunderbird’s closing share price on the day before the announcement.
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Voting Timeline & Requirements:
- Early voting deadline: 9:00 a.m. (Vancouver) on Jan 8 2026.
- Special shareholders’ meeting: Jan 12 2026.
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Arrangement approval requires 66⅔ % of votes cast (including proxies).
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Governance & Recommendations:
- ISS, a leading independent proxy advisor, issues a “Vote FOR” recommendation.
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Thunderbird’s Board, after unanimous strategic review and external advice, also recommends voting FOR the Arrangement (one director abstained).
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Closing Conditions:
- Subject to customary conditions: regulatory approvals, court order from the Supreme Court of British Columbia, and satisfaction of other closing conditions.
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Expected completion by end of Jan 2026.
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Proxy Solicitation Agent: Thunderbird has retained Sodali & Co. for shareholder assistance (toll‑free numbers and email provided).
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Reference Documents: Detailed terms are in the Management Information Circular and related materials filed on SEDAR+ (www.sedarplus.ca).
Notable Quotes
“We are pleased that a leading proxy advisor, ISS, has endorsed the Arrangement. We encourage all Shareholders to vote FOR the plan of arrangement in advance of the proxy voting cut‑off on January 8, 2026.” – Jennifer Twiner McCarron, Chair & CEO, Thunderbird Entertainment Group Inc.