Mr. Max Rangel reports

SPIN MASTER TO ACQUIRE MELISSA & DOUG, A TRUSTED BRAND IN EARLY CHILDHOOD PLAY FOR $950 MILLION

Spin Master Corp. has reached a definitive agreement to acquire United States-based Melissa & Doug, a well-recognized and trusted brand in early childhood play, for $950-million in cash. The acquisition will bolster Spin Master's position as a leader in the children's entertainment industry and will bring complementary capabilities in early childhood toys by adding Melissa & Doug's high-quality offerings of open-ended, creative and developmental wooden toys. All references are in U.S. dollars, unless otherwise noted.

With a mission to ignite imagination and a sense of wonder in children, Melissa & Doug has developed into a beloved brand of high-quality, sustainable and learning-enriched play that is sought after and trusted by parents and children alike. The addition of Melissa & Doug will strengthen Spin Master's offering by adding complementary early childhood products and further diversify its portfolio across new channels and formats.

"What excites us so much about Melissa & Doug is the power of their brand, their deep knowledge in developmental play, and their passion for creativity, imagination and sustainability," said Max Rangel, Spin Master's global president and chief executive officer. "As a trusted brand of early childhood toys with an evergreen portfolio, Melissa & Doug will expand Spin Master's presence in new categories, providing immediate revenue growth, broader reach in all retail channels and market coverage. The addition of Melissa & Doug is highly complementary and connects with our strategic vision to reimagine everyday play, providing a compelling platform for long-term growth through innovation, while also meeting the changing demands of children and parents of the future."

"Throughout our 35-year history, Melissa & Doug has helped ignite children's imaginations by fostering open-ended, sustainable play," said Melissa & Doug president and CEO Fernando Merce. We are confident that by working together with Spin Master, we will be able to reach more families, inspire more imaginations and unlock greater growth potential."

"We have an incredible history of pursuing accretive acquisitions to propel our growth as a company and have become trusted stewards of many renowned and beloved children's brands," said Anton Rabie, Spin Master's co-founder. "With this acquisition, we are committed to preserving the essence of what Melissa & Doug represents for families and are confident that our investment will enable us to accelerate growth and build upon our legacy as a leader in the children's entertainment industry now and into the future," added Ronnen Harary, Spin Master's co-founder.

Strategic benefits -- expands Spin Master's offering in children's play and entertainment:

• Trusted brand of high-quality open-ended, creative and developmental toys;
• Highly relevant for modern parents seeking sustainable wooden toys and screen-free play;
• Significant growth opportunities through innovation;
• Bolsters preschool play presence in the earliest childhood years;
• Recurring, evergreen product portfolio with diverse revenue base;
• Expands reach in specialty retail and e-commerce channels with potential for growth in mass retail and international expansion.

Financial benefits -- creates opportunities for accelerating long-term profitable growth:

• Attractive brand portfolio of $489-million in revenue1 in 2022;
• $950-million purchase price represents a transaction multiple of 10.5 times 2022 adjusted EBITDA (earnings before interest, taxes, depreciation and amortization), pre run-rate cost synergies and 8.1 times 2022 adjusted EBITDA, including run-rate cost synergies;
• Potential for run-rate cost synergies of approximately $25-million to $30-million, expected to be achieved by 2026;
• In 2024, immediately accretive to earnings per share (EPS), pre run-rate cost synergies. Mid-teens accretive to EPS, including run-rate cost synergies;
• Strategic deployment of balance sheet with projected net leverage below one time adjusted EBITDA at closing, providing continuing financial flexibility for strategic initiatives and potential future acquisitions.

Transaction details

Spin Master plans to finance the $950-million purchase price with approximately $450-million balance sheet cash and $500-million in debt financing. Additional contingent earnout consideration of up to $150-million is subject to achieving certain financial targets for 2024 and 2025. The earnout payments are scaled linearly to Melissa & Doug's gross profit outperformance compared with a target for each year. There will be no earnout payments if Melissa & Doug does not reach the target threshold. The earnout payments, if any, will be financed via cash generated from continuing operations.

The company remains committed to its quarterly dividend and opportunistic use of its normal course issuer bid. The transaction has been approved by the boards of directors of each of Spin Master and Melissa & Doug and is subject to the receipt of certain regulatory approvals and customary closing conditions. The acquisition is expected to close early in the first quarter of 2024.

Advisers

Evercore Group LLC, RBC Capital Markets and TD Securities are serving as financial advisers to Spin Master and Torkin Manes LLP and Pillsbury Winthrop Shaw Pittman LLP are serving as its legal counsel. Harris Williams & Co. is serving as financial adviser to Melissa & Doug and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as its legal counsel.

Investor conference call

Spin Master will conduct a conference call to discuss the information included in this news release and related matters on Oct. 11, 2023, at 9:30 a.m. (ET). The call-in numbers for participants are 416-764-8650 or 1-888-664-6383. A live webcast of the call will be accessible via Spin Master's website.

Following the call, both an audio recording and transcript of the call will be archived on the same website page for 12 months. To access the accompanying presentation slides, Spin Master's website.

Spin Master will host its previously scheduled third quarter 2023 financial results conference call on Nov. 2, 2023, at 9:30 a.m. (ET).

Press conference

Spin Master will conduct a press conference to discuss the information included in this news release and related matters on Oct. 11, 2023, at 11 a.m. (ET) at Spin Master's head office (225 King St. W, No. 200, Toronto, Ont., M5V 3M2). Media are invited to attend in-person or attend virtually.

About Spin Master Corp.

Spin Master is a leading global children's entertainment company, creating exceptional play experiences through its three creative centres: toys, entertainment and digital games. With distribution in over 100 countries, Spin Master is best known for award-winning brands Paw Patrol, Bakugan, Kinetic Sand, Air Hogs, Hatchimals, Rubik's Cube and Gund, and is the global toy licensee for other popular properties. Spin Master Entertainment creates and produces compelling multiplatform content, through its in-house studio and partnerships with outside creators, including the preschool franchise Paw Patrol and numerous other original shows, short-form series and feature films. The Company has an established presence in digital games, anchored by the Toca Boca and Sago Mini brands, offering open-ended and creative game and educational play in digital environments. Through Spin Master Ventures, the company makes minority investments globally in emerging companies and start-ups. With over 30 offices in close to 20 countries, Spin Master employs more than 2,000 team members globally.

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