NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
HALIFAX, Sept. 12, 2012 /CNW/ - DHX Media Ltd. ("DHX" or the "Company") (TSX ticker: DHX), a leading international producer and distributor of children's television programming and interactive content, announced today that it has entered into an agreement with a syndicate of underwriters led by Canaccord Genuity Corp. (the "Underwriters"), to purchase, on a bought deal basis, 10,000,000 subscription receipts of the Company (the "Subscription Receipts") at a price of $1.50 per Subscription Receipt (the "Offering"). In addition, DHX has granted to the Underwriters an over allotment option exercisable at any time up to 30 days after closing of the Offering to acquire up to an additional 1,000,000 Subscription Receipts of the Company. In the event that the over allotment option is exercised in full, the aggregate gross proceeds of the Offering will be $16.5 million.
The net proceeds from the Offering (after deducting the underwriters' fees and Offering expenses) will be used to reduce indebtedness resulting from DHX's previously announced acquisition of the business of Cookie Jar Entertainment Inc. (the "Acquisition") and for general corporate and working capital purposes.
Michael Donovan, chairman and chief executive officer of DHX Media, said "Applying the proceeds of this Offering to reduce the amount of debt outstanding following completion of the Acquisition will result in lower levels of leverage, interest cost and rate of interest, and provide for greater operating flexibility for the combined company."Each Subscription Receipt represents the right to receive one common share of the Company for no additional consideration on the closing of 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 Subscription Receipts will be offered by way of a short form prospectus to be filed with the securities commissions and other similar regulatory authorities in each of the provinces of Canada excluding Quebec pursuant to National Instrument 44-101 - Short Form Prospectus Distributions. Closing of the Offering is currently expected to take place on October 3, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities. 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 state in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States unless registered or an applicable exemption from the registration requirements is available. 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). DISCLAIMER 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 and the expected Offering closing dates. 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 receipt of shareholder and regulatory approvals and satisfaction of other conditions to closing the Acquisition, 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 Company's Annual Information Form for the year ended June 30, 2011 and risks that will be discussed in the prospectus for the Offering. 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.