Entertainment One Shareholders Vote to Approve Acquisition by Hasbro
October 17 2019 - 12:46PM
Business Wire
Hasbro, Inc. (NASDAQ: HAS) today announced that Entertainment
One Ltd. (LSE: ETO) (eOne) shareholders have voted to approve the
proposal for Hasbro to acquire eOne in an all-cash transaction
valued at approximately £3.3 billion or US$4.0 billion, pursuant to
the definitive arrangement agreement between the parties.
More than 99.9% of the votes cast at the eOne special meeting of
shareholders held earlier today voted in favor of the
transaction.
“We’re pleased that eOne shareholders support this transaction,”
said Brian Goldner, chairman and chief executive officer of Hasbro.
“Our two companies’ strategies are remarkably complementary, as we
both build brands, creativity and storytelling. Together with
eOne’s beloved global brands and expertise, we expect to leverage a
combined portfolio with appeal to diverse audiences and consumers
around the world.”
“In our commitment to unlocking the power and value of
creativity, the combination of our two businesses makes perfect
sense for eOne,” said Darren Throop, chief executive officer of
eOne. “eOne has long been anchored by great IP, and we believe that
with Hasbro’s world-class portfolio of brands we will be able to
deliver on their brand blueprint with a slate of content that lives
globally across a broad spectrum of media. We are very much looking
forward to capitalizing on the new opportunities this creates
across film, television, music and family brands.”
The transaction, which is structured as a statutory plan of
arrangement under the Canada Business Corporations Act, remains
subject to receipt of certain regulatory approvals and other
customary closing conditions including a final order of the Ontario
Superior Court of Justice. The transaction has received several
regulatory approvals so far, including early termination of the
waiting period under the Hart Scott Rodino Antitrust Improvements
Act in the U.S. and antitrust approval in Germany. The transaction
is expected to close during the fourth quarter of 2019.
About Hasbro
Hasbro (NASDAQ: HAS) is a global play and entertainment company
committed to Creating the World's Best Play Experiences. From toys
and games to television, movies, digital gaming and consumer
products, Hasbro offers a variety of ways for audiences to
experience its iconic brands, including NERF, MY LITTLE PONY,
TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, MAGIC: THE GATHERING
and POWER RANGERS, as well as premier partner brands. Through its
entertainment labels, Allspark Pictures and Allspark Animation,
Hasbro is building its brands globally through great storytelling
and content on all screens. Hasbro is committed to making the world
a better place for children and their families through corporate
social responsibility and philanthropy. Hasbro ranked No. 13 on the
2019 100 Best Corporate Citizens list by CR Magazine, and has been
named one of the World’s Most Ethical Companies® by Ethisphere
Institute for the past eight years. Learn more at www.hasbro.com,
and follow us on Twitter (@Hasbro) and Instagram (@Hasbro).
About Entertainment One
Entertainment One Ltd. (LSE: ETO) is a global independent studio
that specialises in the development, acquisition, production,
financing, distribution and sales of entertainment content.
Entertainment One's diversified expertise spans across film,
television and music production and sales, family programming,
merchandising and licensing, and digital content. Through its
global reach and expansive scale, powered by deep local market
knowledge, Entertainment One delivers the best content to the
world.
Entertainment One's robust network includes international
feature film distribution company Sierra/Affinity; Amblin Partners
with DreamWorks Studios, Participant Media, and Reliance
Entertainment; Makeready with Brad Weston; unscripted television
production companies Whizz Kid Entertainment and Renegade 83; live
entertainment leaders Round Room Entertainment; world-class music
labels Dualtone Music Group and Last Gang; creator and publisher of
original high quality film and television music Audio Network; and
award-winning emerging content and technology studio Secret
Location.
Forward-Looking Statements
Certain statements in this press release contain
"forward-looking statements" with respect to Hasbro within the
meaning of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements may be accompanied by such words
as “anticipate,” “believe,” “could,” “estimate,” “expect,”
“forecast,” “intend,” “may,” “plan,” “potential,” “project,”
“target,” “will” and other words and terms of similar meaning.
Among other things, these forward-looking statements include
expectations concerning the proposed acquisition of Entertainment
One by Hasbro; the expected timetable for completing the
acquisition; anticipated benefits and synergies of the transaction;
and future opportunities for the combined company. Hasbro’s actual
actions or results may differ materially from those expected or
anticipated in the forward-looking statements due to both known and
unknown risks and uncertainties. Specific factors that might cause
such a difference include, but are not limited to: uncertainty as
to whether the transaction will be completed in a timely manner or
at all; the conditions precedent to completion of the transaction,
including the ability to secure applicable regulatory approvals in
a timely manner or at all or on expected terms; uncertainty of
whether Hasbro could achieve the expected benefits and synergies
from the transaction and successfully integrate the operations of
Entertainment One within the anticipated time frame or at all;
risks of unexpected costs, liabilities or delays; integration
difficulties, including the ability to retain key personnel;
Hasbro’s ability to complete financings on satisfactory terms;
Hasbro’s indebtedness, including the additional indebtedness that
may be incurred in connection with the transaction; risks and
uncertainties relating to the play and entertainment industries,
including the retail landscape, distribution channels, consumer
preferences, application of tariffs on Hasbro’s products, and other
factors that may impact or alter Hasbro’s anticipated business
plans, strategies and objectives; the effect of the announcement,
pendency or consummation of the transaction on customers,
employees, suppliers, partners and operating results; and other
risks detailed from time to time in Hasbro’s filings with the US
Securities and Exchange Commission (the “SEC”). The statements
contained herein are based on Hasbro’s current beliefs and
expectations and speak only as of the date of this press release.
Except as may be required by law, Hasbro does not undertake any
obligation to make any revisions to the forward-looking statements
contained in this press release or to update them to reflect events
or circumstances occurring after the date of this press release.
You should not place undue reliance on forward-looking
statements.
No offer or solicitation
This press release is provided for informational purposes only
and does not constitute an offer to sell, or an invitation to
subscribe for, purchase or exchange, any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance, exchange or transfer of the securities
referred to in this press release in any jurisdiction in
contravention of applicable law.
HAS-C HAS-IR
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version on businesswire.com: https://www.businesswire.com/news/home/20191017005741/en/
Investor Contact: Debbie Hancock Hasbro, Inc. (401) 727-5401
debbie.hancock@hasbro.com
Press Contact: Julie Duffy Hasbro, Inc. (401) 727-5931
julie.duffy@hasbro.com
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