Cookie Jar Entertainment, DIC agree to merge

Merger, worth $87.6 mil, creates indie animation giant

TORONTO -- Canadian animation producer Cookie Jar Entertainment on Friday unveiled an agreement to acquire Burbank-based DIC Entertainment Holdings as part of a merger worth $87.6 million.

Toronto-based Cookie Jar said that DIC, a global brand management company, will become a subsidiary of the privately owned Canadian producer once the deal closes in the fall.

As part of the agreement, Cookie Jar will pay about $31.5 million for stock in DIC that is traded on London's AIM market, take on $42 million in forecast debt and pay $14.1 million in transaction fees and expenses.

The merger follows a lengthy multiround sales process conducted by JP Morgan that culminated in a Wednesday meeting of DIC senior executives and board members at which Cookie Jar's final merger terms were received.

The proposed Cookie Jar-DIC merger will create an indie animation and brand management giant, with a library of about 6,000 half-hours of programming.

Cookie Jar CEO Michael Hirsh said he has known and worked on joint projects with DIC chairman and CEO Andy Heyward for more than 25 years and knows the DIC library well.

Heyward will remain with DIC, which employs about 200 people, as president of the newly formed Cookie Jar subsidiary.

"With our strength in producing shows, and getting them distributed around the world, and (DIC's) strength in merchandising and licensing, we get a great kids company," Hirsh said.

Cookie Jar also obtains popular DIC properties such as "Inspector Gadget" and "Horseland," and a one-third interest in KidsCo, the international kids TV channel co-owned by NBC-Universal and Canadian broadcaster Corus Entertainment.

One DIC property that may prove trickier is "Strawberry Shortcake."

American Greetings Corp., which holds the rights to "Strawberry Shortcake," said late Friday that it has obtained a temporary restraining order from an Ohio judge to halt the Cookie Jar-DIC deal on grounds it has not consented to the proposed merger and fears it could "cause irreparable damage" to the "Strawberry Shortcake" brand that DIC licenses on its behalf.

At the same time, American Greetings said it was "open to discussions" with Cookie Jar, which had no comment on the eleventh-hour legal action.
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