From a media release:
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 toÂ $57 million, inclusive of excess cash in Nerd Corps at closing, to be determined as a post-closing adjustment. The price is payable as toÂ up toÂ $32.7 millionÂ 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 approximatelyÂ $20.0 million, and adjusted EBITDA of approximatelyÂ $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 byÂ December 24, 2014.
The acquisition increases DHX’s operating leverage, adding Nerd Corps’ animation studio inÂ Vancouver, BC, which features five lines of production, as well as Nerd Corps’ interactive apps, gaming expertise, and licensing opportunities with Nerd Corps’ brands. The transaction brings more than 200 half hours of proprietary children’s content to DHX’s library, including the hit comedy adventure series,Â Slugterra, which has been broadcast in more than 150 countries and is one of the most popular titles on Disney XD in bothÂ CanadaÂ and the US.
Nerd Corps co-founderÂ Asaph “Ace” FipkeÂ will be joining the DHX Content team in the role of Chief Content Officer, Kids & Family, reporting to DHX President and Chief Operating Officer,Â Steven DeNure; and Nerd Corps President,Â Ken Faier, will come on board at DHX Content as Senior VP and General Manager, Kids & Family.