TORONTO,
March 4,
2025 /PRNewswire/ - Spin Master Corp. ("Spin Master"
or the "Company") (TSX: TOY) (www.spinmaster.com), a leading global
children's entertainment company, today announced that the Toronto
Stock Exchange (the "TSX") has accepted the Company's notice to
launch a Normal Course Issuer Bid (the "Bid").
The TSX has accepted the Company's notice to
launch a Normal Course Issuer Bid (the "Bid"). Under the Bid, the
Company may repurchase on the open market at its discretion and
subject to compliance with applicable securities laws, during the
period commencing on March 7, 2025
and ending on the earlier of March 6,
2026 and the completion of purchases under the Bid, up to
2,417,522 subordinate voting shares, representing approximately 10%
of the "public float" (within the meaning of the rules of the TSX),
subject to the normal terms and limitations of such bids. Under the
TSX rules, the average daily trading volume of the subordinate
voting shares on the TSX during the six months ended February 28, 2025 was approximately 66,206 and,
accordingly, daily purchases on the TSX pursuant to the Bid will be
limited to 16,551 subordinate voting shares, other than purchases
made pursuant to the block purchase exception. The actual number of
subordinate voting shares which may be purchased pursuant to the
Bid and the timing of any such purchases will be determined by the
management of the Company, subject to applicable law and the rules
of the TSX.
Purchases are expected to be made through the
facilities of TSX and/or alternative Canadian trading systems, or
by such other means as may be permitted by the Ontario Securities
Commission or other applicable Canadian Securities Administrators,
at prevailing market prices. The Bid will be funded using existing
cash resources and draws on its credit facility, and any
subordinate voting shares repurchased by the Company under the Bid
will be cancelled.
As of March 3,
2025, the Company had 33,679,094 issued and outstanding
subordinate voting shares and a "public float" (within the meaning
of the rules of the TSX) of 24,175,220 subordinate voting
shares.
The Company believes that the purchases are in
the best interest of the Company and constitute a desirable use of
its funds. The program will be executed consistent with Spin
Master's capital allocation strategy of prioritizing investment to
grow the business over the long term.
Pursuant to a previous notice of intention to
conduct a normal course issuer bid, under which the Company sought
acceptance of the TSX to purchase up to 2,984,559 subordinate
voting shares and which was announced by the Corporation on
February 28, 2024 and expired on
March 3, 2025, the Company had
repurchased and cancelled, as of March 3,
2025, 2,871,342 subordinate voting shares on the open
market at an average purchase price of $30.76 per share.
The Company has also agreed to the form of an
automatic share purchase plan (an "ASPP") with a designated broker
to allow for the purchase of subordinate voting shares under the
Bid at times when the Company would ordinarily not be permitted to
purchase shares due to regulatory restrictions or self-imposed
blackout periods. The ASPP has been cleared by the TSX and will be
entered into in connection with the commencement of the Bid.
About Spin Master
Spin Master Corp. (TSX:TOY) is a leading global
children's entertainment company, creating exceptional play
experiences through its three creative centres: Toys, Entertainment
and Digital Games. With distribution in over 100 countries, Spin
Master is best known for award-winning brands PAW Patrol®,
Bakugan®, Kinetic Sand®, Air Hogs®, Melissa & Doug®,
Hatchimals®, Rubik's Cube® and GUND®, and is the global toy
licensee for other popular properties. Spin Master Entertainment
creates and produces compelling multiplatform content, through its
in-house studio and partnerships with outside creators, including
the preschool franchise PAW Patrol and numerous other original
shows, short-form series and feature films. The Company has an
established presence in digital games, anchored by the Toca Boca®
and Sago Mini® brands, offering open-ended and creative game and
educational play in digital environments. Through Spin Master
Ventures, the Company makes minority investments globally in
emerging companies and start-ups. With 31 offices spanning nearly
20 countries, Spin Master employs approximately 3,000 team members
globally. For more information visit spinmaster.com or follow-on
Instagram, Facebook and Twitter @spinmaster.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements, other than statements of
historical fact, contained in this Press Release constitute
"forward-looking information" within the meaning of certain
securities laws, including the Securities
Act (Ontario), and are
based on expectations, estimates and projections as of the date on
which the statements are made in this Press Release. The words
"plans", "expects", "projected", "estimated", "forecasts",
"anticipates", "indicative", "intend", "guidance", "outlook",
"potential", "prospects", "seek", "strategy", "targets" or
"believes", or variations of such words and phrases or statements
that certain future conditions, actions, events or results "will",
"may", "could", "would", "should", "might" or "can", or negative
versions thereof, "be taken", "occur", "continue" or "be achieved",
and other similar expressions, identify statements containing
forward-looking information. Statements of forward-looking
information in this Press Release include, without limitation,
statements with respect to: the Company's intention to commence the
Bid; the timing, quantity and funding of any purchases of
subordinate voting shares under the Bid; the expected facilities
through which any such purchases may be made; and the anticipated
benefits of the Bid.
Forward-looking statements are necessarily based
upon management's perceptions of historical trends, current
conditions and expected future developments, as well as a number of
specific factors and assumptions that, while considered reasonable
by management as of the date on which the statements are made in
this Press Release, are inherently subject to significant business,
economic and competitive uncertainties and contingencies which
could result in the forward-looking statements ultimately being
incorrect. In addition to any factors and assumptions set forth
above in this Press Release, the material factors and assumptions
used to develop the forward-looking information include, but are
not limited to: the availability of funds for repurchases of
outstanding subordinate voting shares under the Bid; alternate uses
for the Company's cash resources; seasonality; ability of factories
to manufacture products, including labour size and allocation,
tooling, raw material and component availability, ability to shift
between product mix, and customer acceptance of delayed delivery
dates; the steps taken will create long term shareholder value; the
expanded use of advanced technology, robotics and innovation the
Company applies to its products will have a level of success
consistent with its past experiences; the Company will continue to
successfully secure, maintain and renew broader licenses from third
parties for premiere children's properties consistent with past
practices, and the success of the licenses; the expansion of sales
and marketing offices in new markets will increase the sales of
products in that territory; the Company will be able to
successfully identify and integrate strategic acquisition and
minority investment opportunities; the Company will be able to
maintain its distribution capabilities; the Company will be able to
leverage its global platform to grow sales from acquired brands;
the Company will be able to recognize and capitalize on
opportunities earlier than its competitors; the Company will be
able to continue to build and maintain strong, collaborative
relationships; the Company will maintain its status as a preferred
collaborator; the culture and business structure of the Company
will support its growth; the current business strategies of the
Company will continue to be desirable on an international platform;
the Company will be able to expand its portfolio of owned branded
intellectual property and successfully license it to third parties;
use of advanced technology and robotics in the Company's products
will expand; the Company will be able to continue to develop and
distribute entertainment content in the form of movies, TV shows
and short form content; the Company will be able to continue to
design, develop and launch mobile digital games to be distributed
globally via app stores; access of entertainment content on mobile
platforms will expand; fragmentation of the market will continue to
create acquisition opportunities; the Company will be able to
maintain its relationships with its employees, suppliers, retailers
and license partners; the Company will continue to attract
qualified personnel to support its development requirements; the
Company's key personnel will continue to be involved in the
Company; entertainment properties will be launched as scheduled;
and that the risk factors referenced in this Press Release,
collectively, do not have a material impact on the Company.
By its nature, forward-looking information is
subject to inherent risks and uncertainties that may be general or
specific and which give rise to the possibility that expectations,
forecasts, predictions, projections or conclusions will not prove
to be accurate, that assumptions may not be correct, and that
objectives, strategic goals and priorities will not be achieved.
Known and unknown risk factors, many of which are beyond the
control of the Company, could cause actual results to differ
materially from the forward-looking information in this Press
Release. Such risks and uncertainties include, without limitation:
risks associated with using funds to repurchase subordinate voting
shares under the Bid; the risk of a determination not to repurchase
subordinate voting shares under the Bid; and the factors discussed
in the Company's disclosure materials, including the Annual or
subsequent, most recent interim MD&A and the Company's most
recent Annual Information Form, filed with the securities
regulatory authorities in Canada
and available under the Company's profile on SEDAR+
(www.sedarplus.com). These risk factors are not intended to
represent a complete list of the factors that could affect the
Company and investors are cautioned to consider these and other
factors, uncertainties and potential events carefully and not to
put undue reliance on forward-looking statements.
There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements. Forward-looking statements are provided for the purpose
of providing information about management's expectations and plans
relating to the future. The Company disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise,
or to explain any material difference between subsequent actual
events and such forward-looking statements, except to the extent
required by applicable law.
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SOURCE Spin Master Corp.
