Genius Brands International Acquires Buy WOW! Unlimited Media

Genius Brands International Acquires Buy WOW! Unlimited Media

Genius Brands International To Buy WOW! Unlimited Media For $53 Million in cash and stock.

$1.623 implied offer price in cash and stock represents an attractive premium and provides immediate liquidity.

Under the terms of the Arrangement Agreement, shareholders of WOW! (the “WOW! Shareholders”) will receive in exchange for each WOW! Share, 0.271 of a common share of Genius Brands (each, a ” Genius Share”) and C$1.169 in cash (the “Consideration”). The Consideration implies a value of C$1.623 (US$1.313) per WOW! Share, representing a 34% premium based on the 10-day VWAP of WOW! Shares on the TSX Venture Exchange (the “TSXV”) as of October 26, 2021 and a 178% premium based on the 10-day VWAP of the WOW! Shares on the TSXV as of April 29, 2021 (the last trading day prior to the commencement of a strategic alternative process by WOW!).

Wow! Unlimited Media is an animation company that has produced projects for broadcasters and IP holders including Netflix, Amazon Prime, Sony, Hulu, Dreamworks, Moonbug, Peacock, and Mattel.

Between July 2020 to June 2021, Wow! Media reported $56.4 million in revenue. Its order book holds over $62 million of contracted production in the next year. The company is based in Toronto, Vancouver, New York, and Los Angeles.

“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 chairman and CEO Andy Heyward said the merger of the two publicly traded companies will aid in the expansion and commercial growth of the children’s entertainment market.

Heyward noted that Wow! is active across social media and digital channels, such as YouTube, TikTok, and Giphy, attracting one billion views per month to its Frederator YouTube network.

Meanwhile, the acquisition allows Genius Brands to transfer its animation production from China to Wow!’s production facilities Canada, opening up access to federal and provincial tax credits.

“In addition to Wow!’s third party service production, we will now place many of the exciting upcoming Wow! owned content on Kartoon Channel! and activate it through our consumer products and global distribution sales network, further advancing revenues and earnings,” Heyward 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.”

Wow! is headed by chairman and CEO Michael Hirsh, whose previous production credits include Star Wars animated programs, Magic School Bus, Care Bears, Babar, Johnny Test, and Beetlejuice.

“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,” said Hirsh. “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.”