Blue Ant acquires Boat Rocker Media
Blue Ant Media, a privately owned company controlled by Michael MacMillan, has entered into a definitive agreement pursuant to which Blue Ant will go-public via a reverse take-over of Boat Rocker Media.
Blue Ant is a global media company with interconnected operations spanning content creation and acquisition, rights management, international distribution, streaming, broadcasting, consumer shows, and connected TV ad sales. The company was founded in 2011 by MacMillan, former Chair and CEO of Alliance Atlantis. Headquartered in Toronto, with a presence in Los Angeles, New York, Washington, London, Sydney, and Singapore, Blue Ant generated C$196 million in revenues in its most recent fiscal year ending August 31st 2024, a 16 per cent increase year-over-year, and generated C$18 million in net income.
Pursuant to the Transaction, BRMI will acquire all of the outstanding shares of Blue Ant in exchange for subordinate voting shares of BRMI on the basis of an exchange ratio of 1.25 shares subordinate voting shares of BRMI (prior to the share consolidation noted below) for each share of Blue Ant Based on a share price of C$2.25 per Blue Ant share and the Exchange Ratio, the implied consideration under the Transaction is C$1.80 per BRMI share (pre-consolidation), which is a 125 per cent premium to the March 21, 2025 closing price of BRMI’s shares on the Toronto Stock Exchange (“TSX”). At closing of the transaction, the subordinate voting shares of the company resulting from the RTO are expected to be consolidated on a 10:1 basis.
Immediately following closing the Resulting Issuer will be renamed Blue Ant Media Corporation and, subject to regulatory approval, the Resulting Issuer’s shares will continue to be listed and trade on the TSX.
On closing of the RTO, the Resulting Issuer will inherit from BRMI three Canadian production companies: Insight Productions, Jam Filled Entertainment, and Proper Television, which collectively delivered C$118 million in revenue (based on unaudited results) in calendar 2024.
MacMillan will be appointed CEO of the Resulting Issuer upon close, and Brad Martin, the current chair of Blue Ant, will be appointed Chair of the Board of Directors of the Resulting Issuer. As Blue Ant owns certain Canadian broadcasting assets, in order to maintain Canadian control over the Resulting Issuer, and consistent with his existing position in Blue Ant, MacMillan will have voting control of approximately 77.5 per cent of the total votes (assuming there is no additional equity offering) over the Resulting Issuer including via ownership of 100 per cent of the Resulting Issuer’s Multiple Voting Shares,
“This is an opportunistic moment for Blue Ant to go public, paving the way for long-term value creation,” said MacMillan, CEO of Blue Ant. “We are confident that this transaction will unlock significant value for all shareholders. Through the combination of our public listing, a strengthened balance sheet, and significant net cash post-transaction, we believe that we are strategically positioned for profitable global growth, both organically and through M&A.”