AMENDMENT TO UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2015 • DHX Media Ltd.
Reference is made to the underwriting agreement dated as of November 14, 2013 (the “Underwriting Agreement”), entered into between Canaccord Genuity Corp. (“Canaccord Genuity”), RBC Dominion Securities Inc., Scotia Capital Inc., Byron Capital Markets Ltd., GMP Securities L.P., Euro Pacific Canada Inc., Jacob Securities Inc. and Global Maxfin Capital Inc. (together, the “Underwriters”) and DHX Media Ltd. (the “Corporation”). Except as otherwise defined in this letter, capitalized terms have the meanings ascribed thereto in the Underwriting Agreement.
FIRST AMENDING AGREEMENTFirst Amending Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
THIS AMENDING AGREEMENT (this “Agreement”) is dated as of the 30th day of July, 2014 by and among Bell Media Inc. (“Vendor”) and DHX Media Ltd. (“Purchaser”, and together with Bell, the “Parties”).
AMENDING AGREEMENTAmending Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
WHEREAS the parties to this Amending Agreement entered into a purchase agreement dated April 3, 2014 (the “Original Purchase Agreement”) to provide for the purchase by DHX of all stock owned by, and a loan receivable of, Skystone (formerly known as Epitome Group Holdings Inc.) and certain stock owned by Schuyler;
AMENDING AGREEMENTPurchase Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
WHEREAS the parties to this Amending Agreement entered into a purchase agreement dated April 3, 2014 (the “Purchase Agreement”) to provide for the purchase by DHX of all stock owned by, and a loan receivable of, Skystone (formerly known as Epitome Group Holdings Inc.) and certain stock owned by Schuyler;
LINDA SCHUYLER - and - EPITOME GROUP HOLDINGS INC. - and - DHX MEDIA LTD. AGREEMENT FOR THE PURCHASE OF ALL OF THE SHARES OF EPITOME DISTRIBUTION INC., PWT DISTRIBUTION INC., EPITOME PICTURES INC. AND EPITOME STUDIOS INC. AND THE PURCHASE OF A LOAN...Purchase Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged by each Party, the Parties agree as follows:
Accretive deal adds library, including Disney XD's Slugterra, and increases content outputAcquisition Agreement • May 28th, 2015 • DHX Media Ltd.
HALIFAX, Dec. 2, 2014 /CNW/ - DHX Media Ltd. ("DHX" or the "Company") (TSX: DHX.A, DHX.B), a key player internationally in the creation of content for families and children, has entered into a definitive agreement to acquire Nerd Corps Entertainment Inc. and its subsidiaries ("Nerd Corps"). The purchase price will be up to $57 million, inclusive of excess cash in Nerd Corps at closing, to be determined as a post-closing adjustment. The price is payable as to up to $32.7 million from cash and the remainder through the issuance of 2,963,748 DHX shares. DHX expects the transaction to be accretive to net earnings per share for fiscal 2015. Nerd Corps recorded unaudited fiscal 2013 revenues of approximately $20.0 million, and adjusted EBITDA of approximately $10.6 million. Completion of the transaction is subject to a number of conditions including the receipt of bank and Toronto Stock Exchange consent, and is anticipated to close by December 24, 2014.
SHARE PURCHASE AGREEMENT Relating to the Purchase of Family and Disney Junior (English) Disney Junior (French) Disney XD BETWEEN BELL MEDIA INC. – and – DHX MEDIA LTD. MADE AS OF November 27th, 2013Share Purchase Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
DHX Media and Sony Pictures Animation taking Cloudy with a Chance of Meatballs to televisionTelevision Production Agreement • May 28th, 2015 • DHX Media Ltd.
HALIFAX, Oct. 9, 2014 /CNW/ - DHX Media Ltd. (“DHX” or the “Company”) (TSX: DHX.A, DHX.B), a key player internationally in the creation of content for families and children, has signed a deal with Sony Pictures Animation to expand the film franchise Cloudy with a Chance of Meatballs into television with a brand-new animated series.
DHX Media to acquire Family Channel and three other children's channels from Bell Media Transaction expected to be materially accretive, provide strong and stable cash flow, revenue diversificationAcquisition Agreement • May 28th, 2015 • DHX Media Ltd.
HALIFAX, Nov. 28, 2013 /CNW/ - DHX Media Ltd. ("DHX" or the "Company") (TSX: DHX) has entered into a definitive agreement to acquire Family, the most-viewed children's channel in Canada, as well as Disney XD, Disney Junior (English-language channel) and Disney Junior (French-language channel) (together the "Family Channel Business") from Bell Media for approximately $170 million in cash, subject to certain customary post-closing adjustments. The purchase price is expected to be financed with an expanded underwritten credit facility and with cash on hand. The transaction is expected to close in 2014 pending approval by the Competition Bureau and the Canadian Radio-television and Telecommunications Commission ("CRTC") and satisfaction of other customary closing conditions.
UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2015 • DHX Media Ltd. • Ontario
Canaccord Genuity Corp. (“Canaccord Genuity”), RBC Dominion Securities Inc., Scotia Capital Inc., Byron Capital Markets Ltd., GMP Securities L.P., Euro Pacific Canada Inc., Jacob Securities Inc. and Global Maxfin Capital Inc. (collectively, the “Underwriters”) understand that DHX Media Ltd. (the “Corporation”) desires to issue and sell to the Underwriters an aggregate of 9,725,000 common shares in the capital of the Corporation (the “Initial Shares”).
