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Hasbro, Inc to Acquire Entertainment One

Hasbro, Inc. (NASDAQ:HAS) and Entertainment One Ltd (LON:ETO) today announced that they have entered into a definitive agreement under which Hasbro will acquire eOne in an all-cash transaction valued at approximately £3.3 billion or US$4.0 billion. Under the terms of the agreement, eOne shareholders will receive £5.60 in cash for each common share of eOne, which represents a 31% premium to eOne’s 30-day volume weighted average price as of August 22, 2019.

“The acquisition of eOne adds beloved story-led global family brands that deliver strong operating returns to Hasbro’s portfolio and provides a pipeline of new brand creation driven by family-oriented storytelling, which will now include Hasbro’s IP,” said Brian Goldner, Hasbro chairman and chief executive officer. “In addition, Hasbro will leverage eOne’s immersive entertainment capabilities to bring our portfolio of brands that have appeal to gamers, fans and families to all screens globally and realize full franchise economics across our blueprint strategy for shareholders. We are excited to welcome eOne’s talented employees from around the world into the Hasbro family.”

“On behalf of the board of eOne, I am very pleased by this exciting development, which is a testament to eOne management’s vision, leadership and solid execution. This transaction creates significant, immediate value for our shareholders as it recognizes the strength of our future-facing business model,” said Allan Leighton, eOne’s chairman of the board.

“Hasbro’s portfolio of integrated toy, game and consumer products, will further fuel the tremendous success we’ve achieved at eOne,” said Darren Throop, chief executive officer of eOne. “There’s a strong cultural fit between our two companies; eOne’s stated mission is to unlock the power and value of creativity which aligns with Hasbro’s corporate objectives. eOne teams will continue to do what they do best, bolstered by the access to Hasbro’s extensive portfolio of richly creative IP and merchandising strength. In addition, the resulting expanded Hasbro presence in Canada through eOne’s deep roots will bring world class talent and production capabilities to Hasbro. Along with our leadership team, I look forward to working with Hasbro on our joint growth and success for many years to come.”

“By combining two profitable and financially disciplined companies we expect to unlock value in the short- and long-term for our stakeholders,” said Deborah Thomas, Hasbro’s chief financial officer. “eOne’s brands and TV and film expertise, together with Hasbro’s brands, toy and game innovation and licensing capabilities, positions us to more quickly drive revenue and profit over the medium-term. We remain committed to maintaining an investment grade rating and returning to our gross Debt to EBITDA target of 2.00 to 2.50X.”

The acquisition will advance Hasbro’s position as a leading global play and entertainment company, adding beloved, global preschool brands with proven success and strong financial returns across platforms to Hasbro’s robust portfolio. eOne’s capabilities to bring high-quality content across platforms will strengthen Hasbro’s end-to-end ability to monetize and bring to market its IP in increasingly attractive new formats, including over-the-top (OTT) and premium platforms, music, location-based entertainment, AR and VR.

Strategic Rationale

Enhances Hasbro’s brand portfolio with two beloved global preschool brands and an attractive slate of brands in development

· The acquisition of highly profitable and merchandisable preschool brands is a strategic growth opportunity for Hasbro in the Infant and Preschool category, the largest super-category in the toy and game industry in the G11 markets, according to the NPD Group

· Peppa Pig is an evergreen property that has thrived for over a decade and extended itself to new profit streams that continue its success

· PJ Masks growth outlook is supported by new formats, its current rollout in China, the launch of new seasons in multiple regions, a live touring event and new toy lines

· A slate of additional brands is under development, including Ricky Zoom, a unique storyline with highly merchandisable content airing on Nickelodeon in the US and other top-tier global networks beginning Sept. 9, 2019

Adding exceptional, proven TV and film expertise

· By developing, owning and strategically distributing content, the acquisition positions Hasbro to capture more franchise economics created and perpetuated by differentiated platforms

· eOne brings profitable, growing capabilities in scripted and unscripted TV development and production for global audiences

· Live action and animation present multiple avenues to bring Hasbro’s franchises to life as OTT platforms and networks are increasingly interested in new, unexploited intellectual property while studios reclaim content for proprietary platforms

· In film, eOne has been transforming its business to focus on high-quality premium talent-driven content, including titles like Clifford the Big Red Dog and Monster Problems

· eOne’s Canadian TV and film operations will continue as a distinct Canadian-controlled business within the combined business

Leveraging talented executive team across all areas of entertainment and strong Canadian presence

· Top eOne executives have agreed to join the Hasbro team

· eOne’s seasoned entertainment executives with deep talent relationships and creative drive will further strengthen Hasbro’s talented team

· Global organization, with presence in London, Los Angeles, Toronto, New York, Hong Kong, Melbourne and Shanghai

· eOne’s Canadian presence is an important base for creative talent and best-in-class studio capabilities, significantly expanding Hasbro’s Canadian presence and positioning eOne for ongoing success in Canada, including in relation to its robust pipeline of television and film projects

· The transaction is structured to ensure that eOne’s Canadian operations will continue to meet applicable Canadian control regulatory requirements in relation to television and film production companies, to the continued benefit of the Canadian television and film production industry

Financial Benefits

Creates opportunities for accelerating long-term profitable growth

· Hasbro expects to realize in-sourcing and other global annual run rate synergies of approximately US$130 million by 2022, driven by integration benefits, substantial savings from moving a significant portion of eOne’s toy business in-house and enhancing the profitability of eOne’s licensing and merchandising activities

· The addition of eOne to Hasbro is expected to be accretive to adjusted EPS in the first year following the transaction, adjusted to exclude one-time transaction costs and purchased intangible amortization, with mid- to high-teens accretion to adjusted EPS in the third full year following the closing of the transaction as synergies are achieved (1)

· Meaningful potential for additional revenue growth and expanded franchise economics with brand-driven animation and live action TV and film entertainment

(1) Hasbro cannot, without unreasonable effort, forecast certain items required to develop a meaningful comparable GAAP financial measure to adjusted EPS. See “Use of non-GAAP financial measures” below for further discussion

Transaction Details

The cash purchase price of £5.60 per share represents a 31% premium to eOne’s 30-day volume weighted average price (VWAP) as of August 22, 2019.

Hasbro expects to finance the transaction with the proceeds of debt financing and approximately US$1.0 billion to US$1.25 billion in cash from equity financing. Hasbro has entered into a debt commitment letter with Bank of America Merrill Lynch to provide a 364-day senior unsecured bridge loan facility to secure funding of the purchase price.

Hasbro is committed to maintaining an investment grade rating. Hasbro’s long-term leverage target remains unchanged at 2.00 to 2.50X gross Debt to EBITDA and expects to return to this range in three to four years.

Hasbro expects to maintain its quarterly dividend and suspend its current share repurchase program while it prioritizes achieving its leverage target.

The transaction, which is structured as a statutory plan of arrangement under the Canada Business Corporations Act, has been approved by the boards of directors of each of Hasbro and eOne, and is subject to receipt of certain regulatory approvals, the approval by eOne shareholders and the Ontario Superior Court of Justice and other customary closing conditions. eOne is subject to customary non-solicitation provisions under the definitive agreement and a termination fee payable to Hasbro in certain circumstances. The transaction is expected to close during the fourth quarter of 2019.

The board of directors of eOne, after consultation with its financial advisors as to the financial terms of the transaction and its legal advisors, unanimously determined that the transaction is in the best interests of eOne and has recommended that eOne shareholders vote in favor of the transaction. eOne’s board of directors has received a fairness opinion from J.P. Morgan Cazenove in connection with the transaction to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and other matters set forth therein, the consideration to be paid to the eOne shareholders is fair, from a financial point of view, to such shareholders.

Centerview Partners LLC is serving as financial advisor to Hasbro and Cravath, Swaine & Moore LLP, Stikeman Elliott LLP and Freshfields Bruckhaus Deringer LLP are serving as its legal counsel. J.P. Morgan Cazenove is serving as financial advisor to eOne and Osler, Hoskin & Harcourt LLP and Mayer Brown International LLP are serving as its legal counsel.

A copy of the definitive agreement will be made available at eOne’s website at www.entertainmentone.com and with Hasbro’s filings with the US Securities and Exchange Commission.

Webcast of Investor Call

A replay of the investor conference call hosted by Hasbro and Entertainment One Ltd on 22 August, and the accompanying presentation slides, are available on Hasbro’s web site: https://investor.hasbro.com

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