HALIFAX, Nov. 21, 2011 /CNW/ - DHX Media Ltd. ("DHX Media" or the "Company"), (TSX: DHX) announced today that the Company intends to make a substantial issuer bid (the "Offer"), pursuant to which the Company will offer to purchase for cancellation up to $5 million in value of its common shares ("Shares") from shareholders (the "Shareholders"). The Offer will proceed by way of a modified "Dutch Auction" and the range of Offer prices will be between $0.60 to $0.70 per share, with increments of $0.01 permitted within that range.
The Board of Directors of DHX Media (the "Board") has determined that the Offer is in the best interest of the Company and its shareholders and is the most equitable and efficient way to distribute up to $5 million to its shareholders while proportionately increasing the equity interest in the Company of shareholders who do not tender to the Offer. After giving effect to the Offer, the Company will continue to have sufficient financial resources and working capital to conduct its ongoing business and operations and the Offer is not expected to preclude DHX Media from pursuing strategic acquisitions, its foreseeable business opportunities or the future growth of the Company's business.
The modified "Dutch Auction" tender process allows shareholders to individually select the price, within the specified range, at which they are willing to sell all or a portion of their Shares. When the Offer expires, DHX Media will determine the purchase price ("Purchase Price") which will be the lowest tendered price within the range of prices allowing it to buy up to $5 million of the Shares validly tendered to the Offer. All Shares tendered at or below the selected price level will be bought at the Purchase Price, subject to proration in the event that the aggregate cost to purchase all the Shares tendered at below the Purchase Price (including the purchase of odd lots tendered) exceeds $5 million. All Shares tendered at prices higher than the Purchase Price will be returned to shareholders. The Company will fund any purchase of Shares pursuant to the Offer from available cash on hand. The Offer will expire at 5:00 p.m. (Eastern Standard Time) on December 29, 2011 unless the Offer is extended, varied or withdrawn by DHX Media.
The Offer will be for up to a maximum of approximately 14% of the total number of issued and outstanding common shares (based on a Purchase Price equal to the minimum purchase price per Share of $0.60 and 60,554,996 Shares outstanding on November 18, 2011). If the Purchase Price is higher than the minimum a smaller percentage of the issued and outstanding Shares will be purchased.
The Offer will not be conditional on any minimum number of Shares being tendered to the Offer, but will be subject to other conditions customary for transactions of this nature. It is anticipated that the formal offer to purchase, issuer bid circular and other related documents ("Offer Documents"), containing the terms and conditions of the Offer and instructions for tendering Shares will be mailed to shareholders and filed with the applicable regulators and available on SEDAR at www.sedar.com on or about November 23, 2011. The Offer will remain open for acceptance for at least 35 days after the date of commencement, unless withdrawn or extended by the Company.
The Board has authorized the making of the Offer. Neither the Company nor its Board makes any recommendation to shareholders as to whether to tender or refrain from tendering their Shares to the Offer. Shareholders are urged to consult their own financial, tax and legal advisors and to make their own decisions whether to tender or to refrain from tendering their Shares to the Offer and, if so, how many Shares to tender and at what price or prices.
Further information, including the factors considered by the Company and the Board in making its decision to authorize making the Offer, along with the terms and conditions of the Offer, will be contained in the Offer Documents that will be mailed to shareholders and available on SEDAR when the Offer is formally commenced.
About DHX Media
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). www.dhxmedia.com.
This press release may contain or refer to certain forward-looking statements relating, but not limited to, DHX Media's expectations, intentions, plans and beliefs with respect to DHX Media. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "does not expect", "is expected", "budget", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, but are not limited to, statements regarding: the trading price of the Shares not fully reflecting the value of the Company's business and future prospects.
Forward-looking statements rely on certain underlying assumptions that, if not realized, can result in such forward-looking statements not being achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of DHX Media to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. Risks and uncertainties include, among others, the Company's investment strategy, legal and regulatory risks, general market risk, potential lack of diversification in the Company's investments, and interest rates and foreign currency fluctuations. Although DHX Media has attempted to identify important factors that could cause actual actions, events or results or cause actions, events or results not to be estimated or intended, there can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Other than as required by applicable Canadian securities laws, DHX Media does not update or revise any such forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events. Accordingly, readers should not place undue reliance on forward-looking statements.
SOURCE DHX MEDIA LTD.
For further information:
DHX Media Ltd.
David A. Regan - EVP, Corporate Development & IR
Phone: +1 902-423-0260