DHX Media announces $15.0 million offering of subscription receipts

DHX Media announces $15.0 million offering of subscription receipts

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES


HALIFAX, Sept. 12, 2012 /CNW/ - DHX Media Ltd. ("DHX" or the "Company")
(TSX ticker: DHX), a leading international producer and distributor of
children's television programming and interactive content, announced
today that it has entered into an agreement with a syndicate of
underwriters led by Canaccord Genuity Corp. (the "Underwriters"), to
purchase, on a bought deal basis, 10,000,000 subscription receipts of
the Company (the "Subscription Receipts") at a price of $1.50 per
Subscription Receipt (the "Offering"). In addition, DHX has granted to
the Underwriters an over allotment option exercisable at any time up to
30 days after closing of the Offering to acquire up to an additional
1,000,000 Subscription Receipts of the Company. In the event that the
over allotment option is exercised in full, the aggregate gross
proceeds of the Offering will be $16.5 million.



The net proceeds from the Offering (after deducting the underwriters'
fees and Offering expenses) will be used to reduce indebtedness
resulting from DHX's previously announced acquisition of the business
of Cookie Jar Entertainment Inc. (the "Acquisition") and for general
corporate and working capital purposes.



Michael Donovan, chairman and chief executive officer of DHX Media, said
"Applying the proceeds of this Offering to reduce the amount of debt
outstanding following completion of the Acquisition will result in
lower levels of leverage, interest cost and rate of interest, and
provide for greater operating flexibility for the combined company."



Each Subscription Receipt represents the right to receive one common
share of the Company for no additional consideration on the closing of
the Acquisition. The proceeds from the Offering of Subscription
Receipts will be deposited in escrow pending satisfaction of the escrow
release conditions, which include satisfying the closing conditions for
the Acquisition. If the Acquisition closes on or before December 31,
2012, the gross proceeds from the Offering of Subscription Receipts
will be released to the Company. If the Acquisition fails to close by
December 31, 2012, or the Acquisition is terminated at an earlier time,
the escrow agent will return the gross proceeds and pro rata
entitlement to interest thereon to holders of the Subscription
Receipts.



The Subscription Receipts will be offered by way of a short form
prospectus to be filed with the securities commissions and other
similar regulatory authorities in each of the provinces of Canada
excluding Quebec pursuant to National Instrument 44-101 - Short Form
Prospectus Distributions.



Closing of the Offering is currently expected to take place on October
3, 2012 and is subject to certain conditions including, but not limited
to, the receipt of all necessary approvals including the approval of
the Toronto Stock Exchange and the securities regulatory authorities.


This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale would
be unlawful. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended, or any
state securities laws and may not be offered or sold in the United
States unless registered or an applicable exemption from the
registration requirements is available.

ABOUT DHX MEDIA LTD.


DHX Media (www.dhxmedia.com), together with its subsidiary, W!LDBRAIN Entertainment, is a leading
international family entertainment rights creation and management
company with three-award-winning production facilities, worldwide
distribution and a global consumer products business. DHX Media has
produced over 40 original television series, including world-recognized
series such as Franny's Feet, Animal Mechanicals, Kid vs. Kat, Angela
Anaconda and Martha Speaks, and maintains a library of over 2,550
half-hours of animation and live-action programming. The company's
global licensing group oversees a diverse merchandising portfolio for
proven properties, including the hit U.K. series Rastamouse, airing on
BBC. DHX Media has offices in Toronto, Halifax, Vancouver, Los Angeles
and London. DHX Media is listed on the TSX (Toronto Stock Exchange).


DISCLAIMER


This press release contains forward looking statements with respect to
DHX and the proposed acquisition of Cookie Jar, including statements
regarding the expected use of proceeds of the Offering and the expected
Offering closing dates. Although the Company believes that the
expectations reflected in such forward looking statements are
reasonable, such statements involve risks and uncertainties and are
based on information currently available to the Company. Actual results
may differ materially from those expressed or implied by such forward
looking statements. Factors that could cause actual results or events
to differ materially from current expectations, among other things,
include risks related to receipt of shareholder and regulatory
approvals and satisfaction of other conditions to closing the
Acquisition, and other factors discussed in materials filed with
applicable securities regulatory authorities from time to time
including matters discussed under "Risk Factors" in the Company's
Company's Annual Information Form for the year ended June 30, 2011 and
risks that will be discussed in the prospectus for the Offering. These
forward-looking statements are made as of the date hereof, and the
Company assumes no obligation to update or revise them to reflect new
events or circumstances, except as required by law.


SOURCE DHX MEDIA LTD.

DHX MEDIA LTD.

CONTACT: David A. Regan
EVP, Corporate Development & IR
DHX Media Ltd.
+1 902-423-0260


-------
Profile: intent