BOAT ROCKER AND BLUE ANT PROVIDE TRANSACTION UPDATE; BLUE ANT FINAL ORDER RECEIVED
TORONTO, June 18, 2025 /CNW/ - Boat Rocker Media Inc. (TSX: BRMI) (" Boat Rocker" or " BRMI") and Blue Ant Media Inc. (" Blue Ant") today announced the receipt by Blue Ant of the final order of the Ontario Superior Court of Justice (Commercial List) dated June 18, 2025 (the " Final Order") with respect to the previously-announced plan of arrangement pursuant to which Blue Ant will go public by way of a reverse take-over of BRMI (the " RTO"). Concurrently with the RTO, (i) Boat Rocker will sell its Boat Rocker Studios business to a privately owned company (" IDJCo") controlled by Boat Rocker's co-founders and co-Executive Chairmen, David Fortier and Ivan Schneeberg, and Boat Rocker's CEO, John Young, and (ii) Boat Rocker will sell its minority investment in a U.S. talent management business to Fairfax Financial Holdings Limited (collectively with the RTO, the " Transactions"). Each of the Transactions are cross-conditional.
In addition to the Final Order received today, requisite Boat Rocker and Blue Ant shareholder approvals (see Boat Rocker Media Announces Transaction Shareholder Approval at Special Meeting of Shareholders), Competition Act approval, CRTC approval and Toronto Stock Exchange (" TSX") conditional approval have also been obtained. With all substantive regulatory and shareholder approvals in hand, the closing of the Transactions is anticipated to occur in July 2025. Completion of the Transactions remain subject to customary closing conditions.
In connection with the Transactions, BRMI will be renamed "Blue Ant Media Corporation" (the " Resulting Issuer") and, subject to final approval of the TSX, the Resulting Issuer's subordinate voting shares will continue to be listed and trade on the TSX under a new ticker symbol "BAMI".
Further details regarding the Transactions are set out in the management information circular of Boat Rocker dated May 9, 2025 (the " Circular"), the news release of Boat Rocker dated March 24, 2025, the arrangement agreement dated March 23, 2025 between Boat Rocker and Blue Ant, and the share purchase agreement dated March 23, 2025 between Boat Rocker and IDJCo, each of which are available under Boat Rocker's SEDAR+ profile at www.sedarplus.ca.
About Boat Rocker Media Inc.
Boat Rocker (TSX: BRMI) is the home for creative visionaries. An independent, integrated global entertainment company, BRMI's purpose is to tell stories and build iconic brands across all genres and mediums. With offices around the world, BRMI's creative and commercial capabilities include Scripted, Unscripted, and Kids and Family television production, distribution, brand & franchise management, a world-class animation studio, and talent management through a minority stake in The Initial Group, a new company launched by TPG. A selection of BRMI's projects include: Invasion (Apple TV+), Palm Royale (Apple TV+), Video Nasty (BBC Northern Ireland, BBC Three, Virgin Media One, WDR), This Is the Tom Green Documentary (Prime Video), Orphan Black: Echoes (AMC), American Rust: Broken Justice (Prime Video), Beacon 23 (MGM+), Pretty Baby: Brooke Shields (Hulu), Downey's Dream Cars (Max), BS High (HBO), Orphan Black (BBC AMERICA, CTV Sci-Fi Channel), Billie Eilish: The World's a Little Blurry (Apple TV+), The Next Step (BBC, Corus, CBC), Daniel Spellbound (Netflix), and Dino Ranch (Disney+, Disney Junior, CBC). For more information, please visit www.boatrocker.com.
About Blue Ant Media Inc.
Blue Ant is an international production studio and rights business and channel operator. The company's studio creates and distributes a premium slate of programming, in all content genres, for streaming and broadcasting platforms around the world. Blue Ant also operates free streaming and pay TV channels under several media brands internationally, including Love Nature, Cottage Life, Smithsonian Channel Canada, BBC Earth Canada, HauntTV, Homeful, Total Crime, Declassified and Love Pets. Blue Ant is headquartered in Toronto, with operations in Los Angeles, New York, Singapore, London, Washington and Sydney. blueantmedia.com⼁Instagram⼁LinkedIn⼁X⼁
Cautionary Note – Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the Transactions, the timing and ability of Boat Rocker and Blue Ant to complete the Transactions (if at all), the timing and ability of each of Boat Rocker, Blue Ant and other parties to the Transactions to satisfy the conditions precedent to completing the Transactions (if at all) and the final approval for the Resulting Issuer subordinate voting shares to be listed and posted for trading on the TSX.
Although Boat Rocker and Blue Ant believe that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of Boat Rocker and Blue Ant, and their respective management and board of directors, as of the date hereof. Boat Rocker and Blue Ant caution that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by Boat Rocker and Blue Ant will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, Boat Rocker and Blue Ant, their current respective shareholders, or the future results and performance of Boat Rocker (or the resulting issuer after the Transactions) or Blue Ant. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release concerning the Transactions, see the Circular available on SEDAR+ (www.sedarplus.ca) under Boat Rocker's issuer profile.
Readers, therefore, should not place undue reliance on any such forward-looking statements. There can be no assurance that the Transactions will be completed or that they will be completed on the terms and conditions contemplated in this news release. The Transactions could be modified or terminated in accordance with their terms. Further, the forward-looking information and statements in this news release are based on beliefs and opinions of Boat Rocker and Blue Ant at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Boat Rocker and Blue Ant disavow and disclaim any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of either Boat Rocker (or the resulting issuer after the Transactions) or Blue Ant.
SOURCE Boat Rocker Media Inc.
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