Blue Ant Media (BAMI) M&A Announcement summary

Deal rationale and strategic fit

• Reverse takeover (RTO) positions the combined entity as a leading Canadian media and entertainment business with global ambitions and access to public markets.

• The transaction leverages Blue Ant's digital-first, unscripted content focus and Boat Rocker's production strengths, with a strategic focus on digital transformation and connected TV growth.

• Acquisition of three award-winning production studios enhances scale, diversifies content portfolio, and expands global reach.

• Management buyout of Boat Rocker Studios allows for continued private operation of key scripted and kids/family assets.

• Leadership team with a proven track record in building and scaling media businesses will lead the new entity.

Financial terms and conditions

• Blue Ant shareholders will own 73.5% and Boat Rocker shareholders 26.5% of the new entity.

• The exchange ratio values BRMI shares at CAD 1.80, a 125% premium to the last closing price, with total consideration for acquired assets approximately $106M.

• Blue Ant will receive $54–$89 million in financial assets, including cash, a vendor takeback note, and value assurance from Fairfax, with a pro forma net cash position of ~$37M after the transaction.

• An equity raise is planned concurrent with the RTO to support M&A and public listing.

Synergies and expected cost savings

• Acquisition of three Boat Rocker production companies increases production services scale and diversification, providing economies of scale and reducing reliance on new content production.

• Integration of production assets and shared services to drive operational efficiencies.

• Standalone operation in 2025, with integration and synergy opportunities identified for 2026.

• Enhanced ability to leverage IP and distribution across global channels.