Blue Ant Media to acquire Thunderbird Entertainment

Executive Summary

• Blue Ant Media Corp. has entered into a definitive arrangement agreement to acquire all issued and outstanding common shares of Thunderbird Entertainment Group Inc. for a total consideration of approximately $89-million.
• Thunderbird shareholders have the option to receive cash, shares, or a combination thereof, with a deemed price of $1.77 per share, representing a 28% premium to the 45-day VWAP and a 50% spot premium.
• The transaction is expected to close in Q1 2026, subject to regulatory and shareholder approvals, and is anticipated to be immediately accretive to earnings with $7-million in expected cost synergies.

Key Details

• Transaction Structure: Statutory plan of arrangement under the Business Corporations Act (British Columbia).
• Total Consideration: Approximately $89-million.
• Shareholder Options: Each Thunderbird share offers the option to receive:
  • (i) 0.2165 Blue Ant subordinate voting shares;
  • (ii) $1.77 in cash; or
  • (iii) A combination thereof.
• Cash Proration: Subject to a maximum cash consideration of $40-million. Assuming full cash proration, consideration is approx. $0.80 cash and 0.1192 Blue Ant shares per Thunderbird share.
• Valuation Metrics:
  • $1.77 per Thunderbird share.
  • 28% premium to the 45-day VWAP (as of Nov. 25, 2025).
  • 50% spot premium to Thunderbird shares (as of Nov. 25, 2025).
• Ownership Post-Closing:
  • Assuming full cash proration: Blue Ant shareholders ~79%, Thunderbird shareholders ~21%.
  • Assuming no cash elections: Blue Ant shareholders ~67%, Thunderbird shareholders ~33%.
• Financial Impact & Synergies:
  • Expected cost synergies of $7-million in the first 12 months.
  • Immediately accretive to earnings per Blue Ant subordinate voting share.
  • Significant increase to Blue Ant's public float and trading liquidity.
• Strategic Rationale:
  • Expands Blue Ant's studio business in unscripted, animation, and kids/young adult content.
  • Adds Thunderbird's service production capabilities for major brands (Disney, Netflix, Warner Bros., Marvel, Lego).
  • Enhances IP ownership, distribution, and consumer products capabilities.
  • Thunderbird utilizes non-generative AI in production workflows.
• Management Changes:
  • Jennifer Twiner McCarron (Thunderbird CEO) will join Blue Ant to oversee a combined kids, young adult, and animation business under Blue Ant Studios.
  • One independent Canadian Thunderbird director will be added to Blue Ant's board.
  • Blue Ant’s corporate management team, including CEO Michael MacMillan, remains unchanged.
• Thunderbird Financials (Fiscal Year End June 30, 2025):
  • Revenue: $185.7-million (up from $165.3-million in 2024).
  • Net Income: $6.3-million (vs. $2.4-million in 2024).
  • Adjusted EBITDA: $18.3-million (10% YoY increase).
  • 26 programs currently in various stages of production.
• Blue Ant Financials (Q4/Year-End 2025):
  • Full-year Revenue: $204-million (vs. $196.4-million in 2024).
  • Adjusted EBITDA: $37.1-million (vs. $37-million in 2024).
  • Net Income: $14.7-million (vs. $18.5-million in 2024).
  • Cash on hand (as of Aug. 31, 2025): $54.4-million.
  • Anticipated additional cash receipt by March 2026: $48.3-million (comprising $34.7-million value assurance payment from Fairfax Financial and $13.6-million from vendor takeback note monetization).
• Voting Support: Agreements in place with shareholders representing ~37% of Thunderbird shares.
• Conditions Precedent:
  • Court approval.
  • Competition Bureau of Canada approval.
  • TSX approval.
  • Thunderbird shareholder approval (two-thirds of votes cast).
• 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.
• Advisers:
  • Blue Ant: Bennett Jones LLP (Legal), Cormark Securities Inc. (Financial).
  • Thunderbird: DLA Piper (Canada) LLP (Legal), Canaccord Genuity (Financial).
• Fairness Opinions:
  • Canaccord Genuity opined the consideration is fair to Thunderbird shareholders.
  • Cormark Securities opined the transaction is fair to Blue Ant.

Notable Quotes

• Michael MacMillan, CEO of Blue Ant: "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... 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."
• Jennifer Twiner McCarron, CEO and Chair of Thunderbird: "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. We anticipate joining Blue Ant from a position of financial strength in fiscal 2026."