Thunderbird’s Blue Ant Buyout Gets Key Endorsement from ISS

VANCOUVER, BC – December 29, 2025 – The proposed acquisition of Thunderbird Entertainment Group by Blue Ant Media has cleared a significant hurdle, gaining a crucial endorsement from a top independent proxy advisory firm. Institutional Shareholder Services (ISS) has officially recommended that Thunderbird shareholders vote in favor of the deal, a move that could decisively influence the outcome of a shareholder vote scheduled for early next year.

Thunderbird, the Vancouver-based production powerhouse behind hits like Kim’s Convenience and Highway Thru Hell, announced that ISS is advising shareholders to approve the statutory plan of arrangement. The deal would see Blue Ant Media acquire all outstanding shares of Thunderbird, creating a more formidable player in the Canadian and international media landscape. The recommendation provides significant momentum for Thunderbird's board, which has unanimously recommended the transaction.

Jennifer Twiner McCarron, Chair and CEO of Thunderbird, welcomed the news. “We are pleased that a leading proxy advisor, ISS, has endorsed the Arrangement,” she stated in a press release. “We encourage all Shareholders to vote FOR the plan of arrangement in advance of the proxy voting cut off on January 8, 2026.”

The Structure of the Offer

Under the terms of the arrangement agreement dated November 25, 2025, Thunderbird shareholders are presented with a flexible compensation structure. They can elect to receive one of three options for each Thunderbird share they hold:

1. A Cash Payout: $1.77 in cash per share.
2. An Equity Swap: 0.2165 subordinate voting shares of Blue Ant Media.
3. A Combination: A mix of cash and Blue Ant shares.

The cash component of the deal is capped at a maximum of $40 million. If shareholders collectively elect to receive more than this amount, the cash payments will be subject to proration, meaning a portion of their elected cash consideration would be substituted with Blue Ant shares. This structure is designed to balance providing immediate liquidity for those who want it while ensuring the newly combined entity retains a strong capital base.

In its report, ISS highlighted the benefits of this mixed-consideration approach. The firm noted that the structure “affords shareholders the election to continue with the combined company through issuance of equity or a liquidation event through a cash consideration option.” Crucially, ISS pointed out that the cash option represents a “meaningful 50 percent premium to the company's closing share price on the date prior to the announcement, providing both certain and immediate value.”

The Influence of a Proxy Advisor

The recommendation from ISS is more than just a formality; it is a powerful signal to the market. ISS is one of the world's leading independent proxy advisory firms, providing voting recommendations and corporate governance analysis to a vast client base of institutional investors. These clients, which include pension funds, investment managers, and mutual funds, often follow ISS recommendations when casting their votes on major corporate actions like mergers and acquisitions.

An endorsement from ISS can therefore be instrumental in securing the necessary shareholder support for a transaction to proceed. The firm's positive assessment lends significant credibility to the deal's financial merits and strategic rationale, assuring investors that the terms are fair and in their best interest. For Thunderbird, securing this backing is a critical step in navigating the complex approval process.

The Final Stretch: Shareholder Vote and Closing

With the ISS recommendation secured, all eyes now turn to the Thunderbird shareholders themselves. The final decision rests on a special meeting of shareholders, which will be held virtually on January 12, 2026. For the arrangement to be approved, it must receive the support of at least 66 2/3% of the votes cast at the meeting.

The deadline for shareholders to submit their proxies is 9:00 a.m. (Vancouver time) on January 8, 2026. The company, with the help of its proxy solicitation agent, Sodali & Co., is actively encouraging shareholders to vote ahead of the deadline.

Beyond shareholder approval, the completion of the acquisition is also subject to other customary conditions. These include obtaining a final order from the Supreme Court of British Columbia and securing certain regulatory approvals. Assuming all conditions are met, the companies expect the transaction to be finalized by the end of January 2026.

A New Canadian Media Contender

The potential merger represents a significant consolidation within Canada's media production sector. Thunderbird Entertainment has grown into a global, award-winning company with a diverse portfolio spanning multiple genres. Its key divisions include Thunderbird Kids and Family (operating as Atomic Cartoons), responsible for animated hits like Molly of Denali and Mermicorno: Starfall; Thunderbird Unscripted (Great Pacific Media), the producer of long-running factual series Highway Thru Hell; and Thunderbird Scripted, which delivered the beloved sitcom Kim’s Convenience.

By joining forces with Blue Ant Media, a Toronto-based media company, the combined entity would possess a deeper library of intellectual property, expanded production capabilities, and a broader global distribution network. This scale is increasingly vital in a competitive global market dominated by streaming giants, where content ownership and a robust production pipeline are paramount to long-term success. The integration of Thunderbird’s creative assets and production teams into Blue Ant’s ecosystem is poised to create a more resilient and influential force in content creation and distribution.