NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN
HALIFAX, Oct. 3, 2012 /CNW/ - DHX Media Ltd. ("DHX" or the "Company") (TSX: DHX), a leading independent international producer, distributor and licensor of mainly children's entertainment content, is pleased to announce that it has closed its previously announced public offering of subscription receipts of the Company (the "Subscription Receipts"). DHX sold 13,002,000 Subscription Receipts, after full exercise of the underwriters' over-allotment option, at a price of $1.50 per Subscription Receipt (the "Offering") for aggregate gross proceeds of $19,503,000 through a syndicate of underwriters led by Canaccord Genuity Corp. (the "Underwriters).
Each Subscription Receipt represents the right to receive one common share of the Company for no additional consideration on the closing of the pending acquisition of Cookie Jar Entertainment Inc. (the "Acquisition"). The proceeds from the Offering of Subscription Receipts will be deposited in escrow pending satisfaction of the escrow release conditions, which include satisfying the closing conditions for the Acquisition. If the Acquisition closes on or before December 31, 2012, the gross proceeds from the Offering of Subscription Receipts will be released to the Company. If the Acquisition fails to close by December 31, 2012, or the Acquisition is terminated at an earlier time, the escrow agent will return the gross proceeds and pro rata entitlement to interest thereon to holders of the Subscription Receipts.
The net proceeds from the Offering (after deducting the underwriters' fees and Offering expenses) will be used to reduce indebtedness resulting from the potential Acquisition, and for general corporate and working capital purposes.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About DHX Media Ltd.
DHX Media (www.dhxmedia.com), 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, including world-recognized series such as Franny's Feet, Animal Mechanicals, Kid vs. Kat, Angela Anaconda and Martha Speaks, and maintains a library of over 2,550 half-hours of animation and live-action programming. The company's global licensing group oversees a diverse merchandising portfolio for proven properties, including the hit U.K. series Rastamouse, airing on BBC. 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 DHX and the proposed acquisition of Cookie Jar, including statements regarding the expected use of proceeds of the Offering. 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, customer contract interpretation, 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 short form prospectus dated September 25, 2012. 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, except as required by law.
SOURCE: DHX MEDIA LTD.
For further information:
David A. Regan - EVP, Corporate Development & IR, DHX Media Ltd. +1 902-423-0260