Boat Rocker Media (BRMI) M&A Announcement summary

Deal rationale and strategic fit

• Blue Ant Media will execute a reverse takeover (RTO) of Boat Rocker Media, combining two leading Canadian media and entertainment businesses to create a diversified, global media company positioned for digital growth and shareholder value creation.

• The transaction strengthens Blue Ant's position as a global content creator, owner, distributor, and streamer, capitalizing on the shift to digital video consumption and connected TV ad growth.

• The resulting issuer will own the full content value chain, including digital, broadcast, production, and distribution, increasing strategic flexibility.

• Boat Rocker Studios will continue as a private entity focused on premium scripted, unscripted, and kids & family content production.

Financial terms and conditions

• Blue Ant shareholders will own approximately 73.5% and Boat Rocker shareholders 26.5% of the combined entity, with BRMI shares valued at C$1.80, a 125% premium to the prior closing price and 145% to the 30-day VWAP.

• The RTO brings C$54–89 million in financial assets to Blue Ant, including cash, a vendor takeback note, value assurance payments, and guarantees from Fairfax.

• IDJCo will acquire Boat Rocker Studios for C$18 million via a vendor takeback note over 6 years, plus a C$1 million lump sum in year 6.

• Pro forma revenues are projected at C$315 million with C$40 million in adjusted EBITDA, reflecting a significantly larger and more diversified company.

• Fairfax will acquire BRMI's minority interest in TIG for US$11.6 million and provide additional financial support.

Synergies and expected cost savings

• The acquisition of three Boat Rocker production companies will increase production services capability and scale, complementing Blue Ant's existing studios.

• Enhanced scale and integration of production assets are expected to provide economies of scale and operational efficiencies.

• Diversification across content types and studios reduces reliance on any single revenue stream.

• Synergies are expected to be identified and realized starting in 2026, as the acquired entities will operate standalone in 2025.