Boat Rocker Media Leadership signs acquisition of Boat Rocker Studios

Boat Rocker Media Inc. announced that it has entered into definitive agreements in respect of a transaction pursuant to which Blue Ant Media Inc., a privately owned company controlled by Michael MacMillan, will go-public via a reverse take-over of BRMI, and BRMI will concurrently sell Boat Rocker Studios to a privately owned company controlled by BRMI Co-Founders and Co-Executive Chairmen, David Fortier and Ivan Schneeberg, and BRMI CEO John Young.

The Transaction

Pursuant to the Transaction, BRMI will acquire all of the shares of Blue Ant in exchange for shares of BRMI on the basis of an exchange ratio of 1.25 shares (prior to the share consolidation noted below) of BRMI for each share of Blue Ant (the "Exchange Ratio"). The Exchange Ratio implies a valuation of C$1.80 per BRMI share (pre-consolidation), representing a premium of approximately 125% to the March 21, 2025 closing price of BRMI's shares on the Toronto Stock Exchange ("TSX"), the last trading day prior to the announcement of the Transaction, and a premium of approximately 145.1% to the 30 trading day volume weighted average trading price per BRMI share on the TSX as at that date. The pre-Transaction value of Blue Ant shares is based in part on the pricing of transactions completed by Blue Ant in 2023 and 2024, at C$2.25 per Blue Ant share, and is not derived from the valuation work discussed below that was performed by Scotia Capital Inc. („Scotiabank").

Details

The Transaction would constitute a reverse take-over ("RTO") by Blue Ant of BRMI and, immediately following closing of the Transaction (the "Closing"), the resulting company (the "Resulting Issuer") will change its name to Blue Ant Media Corporation and, subject to regulatory approval, the Resulting Issuer's shares will continue to be listed and trade on the TSX. As a result of the Transaction, Blue Ant's shareholders are expected to own approximately 73.5%, and BRMI's shareholders approximately 26.5%, of the Resulting Issuer. However, Blue Ant may engage in a private placement prior to closing to raise additional equity, which if completed would reduce the above ownership percentages.

Three Canadian production businesses

On the Closing of the RTO, the Resulting Issuer will inherit from BRMI three Canadian production businesses, Insight Productions, Jam Filled Entertainment and Proper Television (the "Remaining Businesses"), which collectively delivered C$118 million in revenue over the twelve months ended December 31, 2024 (based on unaudited results).

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Source: www.boatrocker.com