Mr. Josh Scherba reports
WILDBRAIN ANNOUNCES SUBSTANTIAL ISSUER BID FOR UP TO C$20,000,000 OF ITS COMMON SHARES
Wildbrain Ltd. intends to commence a substantial issuer bid to purchase, for cancellation, a number of common shares of the company for an aggregate purchase price not exceeding $20-million. The company anticipates that the offer will commence on or about Sept. 29, 2026, and will expire at 5 p.m. Eastern Time on Nov. 3, 2026, unless extended, varied or withdrawn by Wildbrain.
The board of directors of Wildbrain unanimously determined to proceed with the offer following a recommendation from a special committee of independent directors and after considering the advice of the company's financial adviser. The board believes the purchase of common shares is in the best interests of the company and represents an appropriate use of available cash after considering the company's financial resources, cash requirements, business opportunities and the recent trading price of its common shares. The offer is not conditional upon the receipt of financing or upon any minimum number of common shares being tendered but is subject to other conditions described in the offer documents.
Wildbrain completed the sale of its 41-per-cent interest in Peanuts Holdings LLC on March 2, 2026, for $630-million in cash, subject to customary closing adjustments. The net proceeds were used to repay approximately $550.75-million outstanding under the company's credit agreement, leaving Wildbrain with no outstanding corporate borrowings and a significant amount of residual cash.
"Following the completion of the Peanuts transaction, Wildbrain is in a strong financial position, with no outstanding corporate debt and significant capital flexibility. After carefully considering the company's capital requirements and strategic priorities, the board believes the offer represents a prudent use of a portion of our available cash and an opportunity to return capital to shareholders, while maintaining the financial resources to invest in our business and pursue future growth opportunities," stated Josh Scherba, president and chief executive officer of Wildbrain.
Following the offer, Wildbrain expects that its remaining cash reserves, together with continuing free cash flow generated by its business and other potential sources of liquidity such as new credit facilities, will be sufficient to resume purchases under its normal course issuer bid, invest in technology and content initiatives, and continue to selectively pursue external growth opportunities.
Details of the offer
Details of the offer, including instructions for tendering common shares, will be included in the formal offer to purchase and issuer bid circular, letter of transmittal and the notice of guaranteed delivery. The offer documents will be mailed to shareholders and filed with applicable Canadian securities regulatory authorities on or about Sept. 29, 2026, and made available without charge on SEDAR+, as well as posted on the company's website. Shareholders should carefully read the offer documents prior to making a decision with respect to the offer.
Auction process
The offer will proceed by way of a modified Dutch auction. Shareholders who wish to participate in the offer will be able to do so through either one of the two following options: (i) auction tenders, which will allow shareholders who choose to participate in the offer to individually select the price, within a range of not less than $1.30 and not more than $1.45, per common share (in increments of one cent per common share), at which they are willing to sell their common shares; or (ii) purchase price tenders in which participating shareholders will agree to have a specified number of common shares purchased at a purchase price to be determined pursuant to the auction and have their common shares considered as having been tendered at the minimum price of $1.30 per common share. Shareholders who validly deposit common shares without specifying the method in which they are tendering such common shares will be deemed to have made a purchase price tender.
Purchase price determination
Upon expiry of the offer, Wildbrain will determine the purchase price of the common shares (which will not be less than $1.30 per common share and not more than $1.45 per common share) that will allow it to purchase the maximum number of common shares properly tendered to the offer pursuant to the auction tenders and the purchase price tenders outlined above, with an aggregate purchase price under the offer not exceeding $20-million. All common shares purchased by the company pursuant to the offer (including common shares tendered at prices below the purchase price) will be purchased at the same purchase price, subject to the terms and conditions of the offer documents. Common shares not taken up in connection with the offer, including common shares deposited pursuant to auction tenders at prices above the purchase price, will be returned to the shareholders.
As of Sept. 25, 2026, 212,298,611 common shares were issued and outstanding, including 265,600 common shares repurchased by the company pursuant to its normal course issuer bid (NCIB) that commenced on April 10, 2026, and expires on April 9, 2027, that remained pending cancellation. For purposes of this news release, the number of common shares issued and outstanding is presented as 212,033,011, which excludes such repurchased common shares. If the purchase price is determined to be $1.30 per common share (which is the minimum price per common share under the offer), the maximum number of common shares that may be purchased by the company is 15,384,615 common shares or approximately 7.26 per cent of the total number of common shares issued and outstanding. If the purchase price is determined to be $1.45 per common share (which is the maximum price per common share under the offer), the maximum number of common shares that may be purchased by the company is 13,793,103 common shares or approximately 6.51 per cent of the total number of common shares issued and outstanding.
If common shares with an aggregate purchase price greater than $20-million are properly tendered and not withdrawn, the company will purchase the common shares on a pro rata basis, except that qualifying odd-lot tenders from shareholders who beneficially own fewer than 100 common shares will not be subject to proration. All common shares purchased under the offer will be cancelled.
No director, officer or insider of the company has advised the company that he, she or it intends to deposit common shares under the offer. However, they may decide to deposit common shares to the offer in the event that the circumstances or decisions of any such persons change and, subject to applicable securities laws, such persons may sell their common shares through the facilities of the Toronto Stock Exchange or otherwise during the period prior to the expiry date.
Fine Capital Partners LP, which beneficially owns or exercises control or direction over 96,120,526 common shares, representing approximately 45.33 per cent of the issued and outstanding common shares, has informed the company that it does not intend to participate in the offer.
The offer is not conditional upon any minimum number of common shares being properly deposited under the offer. The offer is, however, subject to other conditions and Wildbrain reserves the right, subject to applicable laws, to withdraw, extend or vary the offer if, at any time prior to the payment of any common shares, certain events occur.
The company was authorized by the TSX to purchase up to 11,418,541 common shares pursuant to the NCIB. The company has purchased 2,656,100 common shares through the NCIB. Subject to applicable law, Wildbrain has suspended purchases under the NCIB and intends to resume purchases under the NCIB following the expiry or termination of the offer, in accordance with past practice and subject to market conditions.
Wildbrain has engaged Canaccord Genuity Corp. to act as financial adviser and dealer manager, and Computershare Investor Services Inc. to act as depositary for the offer. Evans & Evans Inc. has provided an independent liquidity opinion regarding the market for the common shares following completion of the offer.
Shareholders with questions regarding the offer or how to tender their common shares may contact the depositary, Computershare Investor Services, toll-free in Canada and the United States at 1-800-564-6253, from outside North America at 1-514-982-7555, or by e-mail at corporateactions@computershare.com. Shareholders may also contact the dealer manager, Canaccord Genuity, by e-mail at ecm@cgf.com.
About Wildbrain Ltd.
Wildbrain builds and grows beloved family brands through exceptional entertainment experiences. Home to franchises such as Strawberry Shortcake, Teletubbies, Yo Gabba Gabba!, Inspector Gadget and Degrassi, the company is a global leader in franchise management -- bringing stories to life through content production, audience reach and consumer products. Its award-winning studio has partnered with top global platforms such as Apple TV, Netflix and the BBC, producing acclaimed series such as The Snoopy Show, Strawberry Shortcake: Berry in the Big City, Teletubbies (2015), Yo Gabba GabbaLand! and Finding Her Edge. The Wildbrain Network, offering more than 1,000 channels across YouTube, FAST and AVOD, delivers premium-quality content to today's kids and families wherever they are watching -- connecting advertisers to audiences at scale through brand-safe media solutions. Wildbrain CPLG, the company's global licensing and consumer products arm, represents Wildbrain's own and partner brands across major territories worldwide. Headquartered in Toronto, Wildbrain trades on the Toronto Stock Exchange.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.