Hasbro, Inc. /zigman2/quotes/201249319/composite HAS +0.07% today announced that Entertainment One Ltd. (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.
Hasbro /zigman2/quotes/201249319/composite HAS +0.07% 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. 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.
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.
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SOURCE: Hasbro, Inc.
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