Deal will also see a management buy-out of Boat Rocker Studios
Blue Ant Media is to go public via a reverse takeover of fellow Canadian firm, Boat Rocker Media (BRMI).
Blue Ant has struck a definitive agreement on a deal which, once closed, will see its shareholders owning 73.5% of the enlarged company, with Boat Rocker’s shareholders taking a 26.5% stake.
The takeover sees Blue Ant, which is currently privately owned by chief exec Michael MacMillan, selling its outstanding shares to Boat Rocker, which is listed on the Toronto Stock Exchange (TSX).
They will be acquired in exchange for subordinate voting shares of BRMI on an exchange ratio of 1.25 shares for each share of Blue Ant.
The deal, which is based on a price of C$2.25 per Blue Ant share, puts a 125% premium on the closing price of Boat Rocker shares as of 21 March on the Toronto Stock Exchange.
When the deal closes, the subordinate voting shares are expected to be consolidated on a 10:1 basis and BRMI will be renamed Blue Ant Media Corporation, with shares continuing to be listed and traded on the TSX.
Blue Ant shareholder Fairfax Financial Holdings is providing a C$20m backstop commitment.
The move comes five years since BRMI completed its own IPO, which saw almost 19 million shares issued, priced at C$9 apiece.
Boat Rocker’s shares stood at 80c as of Friday’s close, valuing the company at just under C$27m.
Assets & Boat Rocker future
The move will hand a raft of Boat Rocker assets to Blue Ant, including three unscripted Canadian production companies: Insight Productions, Jam Filled Entertainment, and Proper Television, which collectively delivered C$118m (£63.6m) in revenue (based on unaudited results) in calendar 2024.
Blue Ant Media Corporation will also receive a minimum cash balance of C$25.5m and working capital, and US$11.6m in cash from the monetisation of BRMI’s ownership in The Initial Group, among other financial considerations.
MacMillan will be appointed chief exec following the deal at Blue Ant Media Corp, and Brad Martin, the current chair of Blue Ant, will be appointed chair of the board of directors of the enlarged company.
While Blue Ant is now set to house BRMI’s three unscripted outfits, Boat Rocker co-founders and co-executive chairmen Ivan Schneeberg and David Fortier and chief exec John Young have struck a definitive agreement of their to acquire the Boat Rocker Studios business in a management buyout.
That transaction is currently expected to close in June of 2025 pending shareholder and regulatory approvals and the satisfaction of other closing conditions.
The deal will include Boat Rocker Studio’s content investment business, all current projects, all library titles, and the company’s production, distribution, and brand assets and operations, aside from Insight, Jami Filled and Proper TV.
All of Boat Rocker’s creative and venture partnerships are also within the MBO, including the deal with animated producer Industrial Brothers (Dino Ranch, Daniel Spellbound).
The company will continue to create, produce, package and distribute shows across scripted, unscripted, and kids & family (live action and animation) out of its offices in Toronto, London, LA, NYC and Hong Kong.
Its output ranges from Netflix drama Bet and Disney+ docuseries Sneaker Wars: Adidas v. Puma, to animated kid’s series Dino Ranch: Island Explorers for Warner Bros. Discovery and CBC.
MacMillan described the deal as “an opportunistic moment for Blue Ant to go public, paving the way for long-term value creation.”
He added: “We are confident that this transaction will unlock significant value for all shareholders.
“Through the combination of our public listing, a strengthened balance sheet, and significant net cash post-transaction, we believe that we are strategically positioned for profitable global growth, both organically and through M&A.”
Boat Rocker’s Schneeberg, Fortier and Young, added: ”We are excited about this opportunity to acquire Boat Rocker Studios and use the resulting enhanced strategic focus and flexibility to capitalize on the exciting content creation, investment and partnership opportunities we see in the global marketplace.
“We will be more agile than ever, allowing us to move faster and lean in closer to projects we believe in. We will be better positioned to invest in amazing content and better able to ensure that the projects we are part of achieve their fullest potential, both in terms of entertainment value and worldwide sales. We will continue to work tirelessly to be the best independent studio partner in the world.”
Blue Ant was founded in 2011 by MacMillan, former chair and chief exec at Alliance Atlantis, and is behind shows ranging from Nat Geo’s Northwood’s Survival, to Davey & Jonesie’s Locker for Prime Video and Hulu.
It has bases in Toronto, LA, New York, Washington, London and Sydney, and generated C$196m in revenues in fiscal year ending 31 August, 2024, marking a 16% increase year-over-year. Net income was C$18m.
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