お知らせ • Jan 29
Blue Ant Media Corporation (TSX:BAMI) completed the acquisition of Thunderbird Entertainment Group Inc. (TSXV:TBRD) from Voss Capital, LP, The Giustra Foundation, Pacific Reach Properties Capital Ltd, and other shareholders.
Blue Ant Media Corporation (TSX:BAMI) entered into definitive arrangement agreement to acquire Thunderbird Entertainment Group Inc. (TSXV:TBRD) from Voss Capital, LP, The Giustra Foundation, Pacific Reach Properties Capital Ltd, and other shareholders for CAD 89.5 million on November 25, 2025. Under the terms of the Arrangement Agreement, each Thunderbird shareholder will have the option to elect to receive, for each Thunderbird Share, (i) 0.2165 Blue Ant subordinate voting shares (“Blue Ant SVS”), (ii) CAD 1.77 in cash, or (iii) a combination thereof, subject to rounding and proration based on a maximum cash consideration of CAD 40 million. Upon completion of the Transaction, assuming full cash proration, existing Blue Ant and Thunderbird Shareholders are expected to own approximately 79% and 21% of the pro forma company, respectively. If no cash elections are made, existing Blue Ant and Thunderbird shareholders would own approximately 67% and 33% of the pro forma company, respectively. Pursuant to the Arrangement, Thunderbird became a wholly-owned subsidiary of Blue Ant. Upon completion, Thunderbird Entertainment Group shall be delisted from the TSXV and the OTC Markets. Blue Ant intends to fund the cash consideration with cash on hand and available credit facilities. In case of termination of transaction, Blue Ant Media Corporation will pay a termination fee of CAD 1.50 million and Thunderbird Entertainment Group Inc will pay a termination fee of CAD 3.56 million.
Upon close, current Thunderbird Chief Executive Officer, Jennifer Twiner McCarron, will join Blue Ant to oversee a combined kids, young adult and animation business under Blue Ant Studios, and one independent Canadian Thunderbird director, David Lazzarato will be added to Blue Ant’s board of directors. Blue Ant’s corporate management team, including Michael MacMillan as Chief Executive Officer, will remain unchanged.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by both board of directors and shareholders, approval of the Competition Bureau of Canada, approval of TSX to list and post listing of the consideration shares and subject to court approval. Thunderbird Board received a unanimous recommendation from a strategic review committee comprised solely of independent directors of Thunderbird. The deal has been unanimously approved by the board of Thunderbird and Blue Ant. Blue Ant has obtained shareholder approval for the issuance of Blue Ant SVS pursuant to the Transaction. The Transaction is expected to close in the first quarter of calendar 2026. The acquisition is expected to be immediately accretive to earnings per Blue Ant SVS and realize cost synergies in the first 12 months. As of December 5, 2025, it is anticipated that the Transaction will be completed by the end of January 2026. As of January 22, 2026 the transaction has been approved by the shareholders of Thunderbird Entertainment Group Inc. Thunderbird will apply for a final order approving the Arrangement from the Supreme Court of British Columbia on January 26, 2026. Assuming all other terms and conditions, including applicable stock exchange and regulatory approvals, to the Arrangement are satisfied, it is expected that the Arrangement will be completed in the coming weeks. As of January 27, 2026, Blue Ant Media Corporation announced the receipt of competition bureau approval and final court approval, It is anticipated that the Arrangement will be completed this January 2026, subject to the satisfaction of customary closing conditions.
Canaccord Genuity Corp. acted as fairness opinion and financial advisor for Thunderbird Entertainment Group Inc. Cormark Securities Inc. acted as fairness opinion provider and financial advisor for Blue Ant Media Corporation. Gary Solway and Kris Hanc of Bennett Jones LLP acted as legal advisor for Blue Ant Media Corporation. Russel Drew and Jamie Mandell of DLA Piper LLP acted as legal advisor while Odyssey Trust Company acted as depositary for Thunderbird Entertainment Group Inc. Sodali & Co. acted as information agent for Thunderbird Entertainment Group Inc.
Blue Ant Media Corporation (TSX:BAMI) completed the acquisition of Thunderbird Entertainment Group Inc. (TSXV:TBRD) from Voss Capital, LP, The Giustra Foundation, Pacific Reach Properties Capital Ltd, and other shareholders on January 28, 2025. Blue Ant acquired all of the issued and outstanding Thunderbird Shares in exchange for an aggregate of 5.9 million Blue Ant Shares and CAD 40 million in cash, based on the elections and deemed elections made by shareholders of Thunderbird under the Arrangement. As a result of the elections made, Thunderbird Shareholders who elected to receive Cash Consideration will receive approximately 56% of their total requested Cash Consideration, with the balance of their Consideration to be paid as Share Consideration. Any Thunderbird Shareholder that acquired Thunderbird Shares following the election deadline of January 19, 2026 and prior to the Delisting will be entitled to receive only Share Consideration.
