DHX Media Ltd. 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 The buyback was oversubscribed with a total of 8,862,778 common shares validly tendered and not withdrawn, representing approximately 14.7% of common shares outstanding at prices ranging from $0.60 to $0.70.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.
“We are pleased with the results of the Substantial Issuer Bid as we believe it represents tremendous value for our remaining shareholders,” commented DHX Media Chairman and CEO Michael Donovan. “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.
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.