- Genius Brands is set to acquire WOW! Unlimited Media (WOW) for C$1.623 per share or $66 million
- The consideration represents a 34-per-cent premium based on WOW!’s 10-day VWAP as of October 26, 2021
- The acquisition, subject to a shareholder and noteholder vote, is expected to close in Q1 2022
- Genius Brands develops, produces, markets and licenses children’s entertainment properties and products for media and retail distribution
- WOW! is an animation-focused entertainment company building brands and audiences across multiple platforms
- WOW! Unlimited Media (WOW) is up by 8.57 per cent and is currently trading at $1.52 per share
Genius Brands is set to acquire WOW! Unlimited Media (WOW) for C$1.623 per share or $66 million.
WOW! shareholders will receive 0.271 common shares of Genius Brands and $1.169 in cash per WOW! share. The consideration represents a 34-per-cent premium based on WOW!’s 10-day VWAP as of October 26, 2021.
After the transaction, WOW! shareholders will hold 4-per-cent of Genuis’ issued and outstanding pro forma shares.
The acquisition creates a global animation powerhouse with an end-to-end animation ecosystem driving value for shareholders, including:
- Vertical integration benefits from Genius’ distribution, licensing and merchandising teams
- In-house production of Genius shows at WOW!’s Mainframe Studios, which will provide opportunities for local animators and production personnel
- Select WOW! content to be distributed via Genius’ direct-to-consumer Kartoon Channel! across Canada and the United States, while maintaining WOW!’s Canadian content operations as a Canadian-controlled business
A special meeting for WOW! shareholders and noteholders is planned for early Q1 2022. The acquisition, which is expected to close around the same time, is subject to the approval of at least two-thirds of the votes cast by WOW! shareholders and a majority of the votes cast by WOW! noteholders.
The disinterested members of the WOW! Board have unanimously determined that the transaction is in the company’s best interest.
Michael Hirsh, WOW!’s CEO, who is expected to join Genuis’ Board of Directors and continue his responsibilities with Mainframe and Frederator studios, stated,
“I’m excited to work with Andy and the Genius Brands team. This is a powerful partnership that brings immediate and significant value for shareholders. We bring production capacity, new IP and a robust and profitable YouTube network with over a billion views per month.
Genius Brands, with Kartoon Channel!, has a fully distributed footprint where our content can thrive and also help Kartoon Channel! itself expand. Genius Brands’ world-class consumer product licensing team, led by Kerry Phelan, will enable us to monetize all of these great characters and brands.
This transaction represents the culmination of our extensive strategic review process. We feel that this is a very attractive opportunity for our shareholders with significant potential upside in the months and years ahead.”
Andy Heyward, CEO of Genius Brands, added,
“The acquisition of WOW! substantially accelerates the financial growth of Genius Brands, delivering on our promise to shareholders to execute meaningful and accretive acquisitions, as we seek to rapidly consolidate the marketplace and become the foremost producer, broadcaster and consumer product licensor of high-quality children’s entertainment in the world.”
Genius Brands develops, produces, markets and licenses children’s entertainment properties and products for media and retail distribution.
WOW! is an animation-focused entertainment company building brands and audiences across multiple platforms.
WOW! Unlimited Media (WOW) is up by 8.57 per cent and is currently trading at $1.52 per share as of 12:40 pm ET.
