Halifax, Canada – December 30, 2011 – DHX Media Ltd. (“DHX Media” or the “Company”) (TSX: “DHX”), a leading independent international producer, distributor and licensor of mainly children’s entertainment content, is pleased to announce the closing of its previously announced substantial issuer bid of up to $5 million in value of its common shares made by way of modified “Dutch Auction”, pursuant to which shareholders could specify the price per share at which they were willing to sell within the range of $0.60 to $0.70. The bid expired at 5:00 p.m. E.S.T. on December 29, 2011. The buyback was oversubscribed with a total of 8,862,778 common shares validly tendered and not withdrawn, representing approximately 14.7% of common shares outstanding at prices ranging from $0.60 to $0.70. Accordingly, in accordance with the terms of the substantial issuer bid, the Company has determined that it will acquire 7,142,857 shares at $0.70 for an aggregate acquisition cost of $5 million, representing approximately 81% of common shares tendered. Common shares not taken up will be returned to the tendering shareholders.
Michael Donovan, Chairman and CEO, DHX Media commented, “We are pleased with the results of the Substantial Issuer Bid as we believe it represents tremendous value for our remaining shareholders. After taking into effect this share buyback, DHX Media is trading at less than three times enterprise value to EBITDA1 which we believe represents excellent value for a growing, children’s entertainment content creation company. We expect this acquisition of shares will be more than 10% accretive to fiscal 2012 earnings per share”.
1 EBITDA represents income of the Company before amortization, interest and other income (expense), taxes, non-controlling interest, equity income (loss), development expenses, stock-based compensation expense, and other one-time adjustments. (See Q1 2012 MD&A definition of EBITDA for full details).
The full details of the substantial issuer bid are described in the Company’s offer to purchase and issuer bid circular dated November 23, 2011, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which are available on SEDAR at www.sedar.com.
The Company also intends to resume purchases of common shares through its Normal Course Issuer Bid when it is permitted under applicable securities laws, which is expected to be on or about January 30, 2012. The Company is permitted to acquire an additional 2.24 million shares under its Normal Course Issuer Bid up until March 31, 2012.
David A. Regan – EVP, Corporate Development & IR
About DHX Media Ltd.
DHX Media, together with its subsidiary, W!LDBRAIN Entertainment, is a leading international family entertainment rights creation and management company with three-award-winning production facilities, worldwide distribution and a global consumer products business. DHX Media has produced over 40 original television series and maintains a library of over 2,500 half-hours of animation and live-action programming. DHX Media has offices in Toronto, Halifax, Vancouver, Los Angeles and London. DHX Media is listed on the TSX (Toronto Stock Exchange).
This press release contains forward looking statements with respect to the Company, including statements about the value of the substantial issuer bid to the Company’s remaining shareholders and its effects on the Company’s earnings per share. Although the Company believes that the expectations reflected in such forward looking statements are reasonable, such statements involve risks and uncertainties and are based on information currently available to the Company. Actual results may differ materially from those expressed or implied by such forward looking statements. Factors that could cause actual results or events to differ materially from current expectations, among other things, include risks related to market factors, including changing popularity of the titles in the Company’s production library, application of accounting policies and principles, and production related risks, and other factors discussed in materials filed with applicable securities regulatory authorities from time to time including matters discussed under “Risk Factors” in the Company’s Annual Information Form for the year ended June 30, 2011. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update or revise them to reflect new events or circumstances.