UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2000
NELVANA LIMITED
32 Atlantic Avenue
Toronto, Ontario
M6K 1X8
[Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.]
Form 20-F Form 40-F X
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[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.]
Yes No X
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[If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2 (b): 82- ]
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: September 29, 2000 By: /s/ Harriet Reisman
-------------------------
Name: Harriet F. Reisman
Title: Senior Vice President,
General Counsel
and Corporate Secretary
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Schedule of Information Contained in this Report:
------------------------------------------------
1. The English language press release of the Registrant
announcing CORUS ENTERTAINMENT TO BUY NELVANA FOR $C554
MILLION.
<PAGE>
Schedule 1
[LOGO-CORUS ENTERTAINMENT INC.]
[LOGO-Nelvana]
FOR IMMEDIATE RELEASE
CORUS ENTERTAINMENT TO BUY NELVANA FOR $C554 MILLION
Corus Gains Strong Position in Content with Acquisition of Leading
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Animation Producer
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Toronto, September 18, 2000 Corus Entertainment, Inc. (TSE: CJR.B and NYSE:
CJR) and Nelvana Limited (TSE: NTV and NASDAQ: NELV) today announced that
their respective Boards have unanimously approved the acquisition of Nelvana
by Corus at a price of Cdn. $48.00 per Multiple Voting and Subordinate Voting
Share of Nelvana. Corus currently holds 675,000 Subordinate Voting Shares of
Nelvana and the effective price to Corus is Cdn. $46.58 per share when these
shares are included. The aggregate purchase price to Corus for the shares not
already owned will be approximately Cdn. $540 million. Corus will satisfy the
purchase price 60% in cash and 40% in Corus Class B Non-Voting Shares.
"The opportunity to acquire an outstanding Canadian content company with
exceptional international credentials presents itself very rarely," says John
Cassaday, President and Chief Executive Office of Corus. "Nelvana's focus
children's entertainment is completely in line with Corus' strategy, and the
quality and consumer recognition of Nelvana's characters and brands is
unparalleled. The new revenue opportunities we can create together through
vertical integration and the leverage of content and cross promotion on
multiple platforms will strengthen Corus' position as one of Canada's leading
entertainment and media companies. We believe this is an excellent
transaction for the Corus shareholder group."
"In joining forces with Corus, Nelvana has cemented a strategic alliance with
one of Canada's most important and successful channel owners and access to
greater capital to build the world's premiere independent children's
entertainment company," says Michael Hirsh, Co-Chief Executive Officer of
Nelvana. "In response to the global trend towards the convergence of content
and distribution, we are confident this significant potential will be realized
within Corus. We believe this deal is terrific for all Nelvana shareholders
and employees.
Michael Hirsh and Patrick Loubert will remain Co-Chief Executive Officers of
Nelvana and Clive Smith will remain Senior Executive Vice President, all under
multi-year employment contracts.
Nelvana is a leading integrated children's entertainment company which
develops, produces, markets and distributes high quality media content and
related products to children worldwide. The company operates through two core
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businesses: Production and Distribution and Branded Consumer Products.
Through its Production and Distribution business, Nelvana produces 2-D and 3-D
animated programming, as well as live action. Nelvana's growing library has
over 1,450 cumulative half-hour episodes, including such well known television
and feature film properties as Franklin, Little Bear, Babar and Pippi
Longstocking.
Nelvana's Branded Consumer Products division includes: Kids Can Press and
recently acquired Klutz, making it the leading children's publisher in Canada
and one of the top 10 in the U.S. Merchandise licensing of both classic and
contemporary character brands completes the division. Nelvana owns a 20%
interest in Teletoon, and currently has two applications for digital licenses
before the CRTC.
"Corus is pleased to gain the expertise of Michael Hirsh, Patrick Loubert and
Clive Smith as they join our growing team," says Heather Shaw, Executive Chair
of Corus. "These three visionaries founded Nelvana in 1971 and have built it
into a world-class animation company with first-class content and production
assets.
"In acquiring Nelvana, Corus strategically positions itself for further
international growth. Nelvana distributes its programs to over 160 countries
with 80% of its revenue generated from international sources. Corus will
continue Nelvana's tradition of developing highly visible and marketable new
productions and further building its extensive international program library.
We will leverage this acquisition through our strong balance sheet, and we are
truly delighted to welcome such experts into our company."
This announcement comes at a time when Nelvana is celebrating the launch of a
stellar programming season with more series airing on U.S. and Canadian
television than any other independent producer of children's entertainment.
The award-winning studio has over 20 series currently airing on major TV
networks and specialty services throughout North America. Nelvana's series
have garnered many international awards, including an Emmy for Outstanding
Animated Program (Special Class) for the 3-D series, Rolie Polie Olie.
The Offer
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Corus has agreed to make an offer to acquire all outstanding Multiple Voting
and Subordinate Voting Shares of Nelvana for Cdn. $48.00 per share, payable
60% in cash and 40% in Corus Class B Non-Voting Shares, subject to pro ration.
The price of Corus Class B Non-Voting Shares for the share option will be
based on a 10-day volume weighted average price of the Corus shares on the TSE
ending three days prior o the expiry of the offer, subject to a Corus share
price maximum of $48.83 and a minimum share price of $39.95.
The Multiple Voting Shareholders of Nelvana have irrevocably agreed to tender
their shares to the offer. This group represents approximately
65% of the votes and approximately 16% of the total shares of Nelvana on a
fully diluted basis. In addition, the Board of Directors of Nelvana has
unanimously agree to support the transaction and to recommend to its
shareholders that they tender their shares in favour of it. An independent
committee of the Nelvana Board unanimously recommended approval of the
transaction.
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In addition to customary conditions, the offer for Nelvana is contingent on
the tender of 100% of the Multiple Voting Shares and a minimum of 66 2/3% of
the Subordinate Voting Shares. Corus and Nelvana have executed a Support
Agreement which contains terms and conditions typical for transactions of this
nature, including the payment to Corus of standard break-up fees in the event
the transaction is not completed in certain circumstances.
Corus expects to mail the offer to Nelvana shareholders by mid-October.
Closing is expected to occur by mid-November.
This Press Release in not an offer of securities for sale in the United
States. Corus' Class B non-Voting Shares may not be offered or sold in the
United states absent registration or an exemption from registration. Any
public offering of Corus' Class B Non-Voting Shares to be made in the United
States will be made by means of a prospectus that may be obtained from Corus
and will contain detailed information about Corus and its management, as well
as financial statements. Corus intends to register the Class B Non-Voting
Shares offered as consideration in the United States.
Certain statements included in this release may constitute "forward-looking
statements" within the meaning of the U.S. Private Securities Litigation
Reform of 1995. Such forward-looking statements involve known and unknown
risk, uncertainties and other factors which could cause actual results to
differ materially from future results expressed or implied by such forward-
looking statements. Such factors include, among others, the following: the
impact of conditions in the entertainment, information and communications
industries; risks associated with the economic, political and regulatory
policies of local governments and laws and policies of Canada; the potential
impact of increased competition in the company's markets; and other factors
which are described in the company's filings with the Securities and Exchange
Commission.
Corus Entertainment Inc. is one of Canada's leading media companies. Its
principal assets consist of 49 radio stations (subject to CRTC approval of the
proposed acquisition of Metromedia Broadcasting), specialty television
networks, Pay TV and conventional television assets. Corus is also prominent
in the digital music market and various advertising services companies. A
publicly traded company, Corus is listed on the Toronto (CJR.B) and New York
(CJR) Stock Exchanges.
NOTE TO EDITORS
There will be a conference call for Analysts and Investors at 9:00 a.m. ET
today. To participate in the audio teleconference, please call 1-888-740-
9683.
Corus and Nelvana will hold a news conference to day beginning at 11:30 a.m.
ET at the Corus offices located at 181 Bay Street, Suite 1630. To participate
in the audio teleconference of the Press Conference, please call 1-888-209-
3796.
For more information, contact:
John Cassaday
President and CEO
Corus Entertainment, Inc.
Phone: (416) 642-3770
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Suzan Ayscough
Director, Communications
Corus Entertainment Inc.
Phone: (416) 642-3770
Michael Hirsh
Co-CEO
Nelvana Limited
Phone: (416) 588-557 x 201
Margo Raport
Director, Communications
Nelvana Limited
Phone (416) 588-5571 x. 249
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