Cookie Jar Entertainment Inc.



Cookie Jar Entertainment Inc.

June 20, 2008 10:19 ET

Cookie Jar and DIC Entertainment to Merge, Creating Independent Global Children's Entertainment and Education Powerhouse

Transaction to unite some of the world's most recognizable characters under the Cookie Jar brand Merged company to own one of the world's most valuable animation libraries with nearly 6,000 half-hours of compelling entertainment

LOS ANGELES, CALIFORNIA and TORONTO, ONTARIO--(Marketwire - June 20, 2008) - Cookie Jar Group and DIC Entertainment are pleased to announce that Cookie Jar has entered into a definitive agreement to merge with DIC Entertainment Holdings, Inc. (DIC), a leading fully-integrated global brand management company headquartered in Burbank, California.

Under the terms of the agreement, Cookie Jar will pay approximately US $31.5 million for all of the issued and outstanding equity in DIC in a transaction valued at approximately US $87.6 million. Upon closing, DIC will continue as a subsidiary of Cookie Jar, which will remain a private company.

The transaction will create one of the world's largest independent children's entertainment and education companies with an impressive stable of proprietary and licensed brands, combined with an exceptional animation library with nearly 6,000 half-hours of programming featuring some of the world's most recognizable characters.

With this transaction, Cookie Jar will have access to the merchandising and licensing rights to such successful brands as American Greetings' Strawberry Shortcake, which has earned $3 billion at retail since DIC re-launched the brand in 2004; Mommy & Me, a parent-oriented, direct-to-retail product line featured at Wal-Mart; as well as Inspector Gadget, Horseland and Cake.

Cookie Jar's proven track record in production and distribution of television programs worldwide is complemented by DIC's strength in merchandising and licensing of consumer products. DIC's subsidiary, Copyright Promotions, the leading independent licensing agency in Europe, represents many of the world's most popular entertainment brands and most of the Hollywood studios. In addition, DIC has established relationships with global brands such as McDonald's, General Mills and Wal-Mart. The merger will also include DIC's one-third interest in KidsCo, an international children's television channel that currently has five million subscribers. NBC-Universal and Corus Entertainment are also partners in KidsCo.

From a financial perspective, the combination of the two companies balances and diversifies the combined company's revenue streams by geography and activity.

"This transaction will bring together two dynamic and successful organizations with a shared passion for excellence in children's entertainment," said Cookie Jar's CEO Michael Hirsh. "With the greater scale and resources of the combined company, we will be in a much stronger position to deliver on our promise of bringing the best entertainment and educational content to children and families around the world through the medium of their choice. I first had the pleasure of working with Andy Heyward on the original Inspector Gadget series and look forward to welcoming him into our team."

"We are thrilled to be joining forces with Cookie Jar's highly respected team," stated DIC's Chairman and CEO Andy Heyward. "Our two organizations are a perfect fit, with compelling brands, strong licensing and merchandising capabilities and a commitment to quality programming that reflects the needs and aspirations of children and families around the world. I look forward to working closely with Michael and Toper in bringing our two organizations together and charting our future growth."

"The combination of Cookie Jar and DIC is exciting for kids and families, broadcasters and retailers around the world," added Cookie Jar's President and COO Toper Taylor. "Our combined company will be a powerhouse in children's brands, with global reach through television, DVD, online, books, music and consumer products. We will be a more valuable partner for broadcasters, licensors and retailers with our expanded library, broad market reach, and unmatched capabilities in taking a property from creation to global broadcast, licensing, retail and promotions. In particular, we are very pleased to be reunited with American Greetings-we have an enormous amount of respect for their senior management and talent-rich organization."

DIC President Jeffrey Edell stated, "By merging the assets of two global media companies, we are creating the opportunity to build an industry powerhouse that provides a viable platform for future integration of children's businesses worldwide. In addition to an extensive brand portfolio and broadcast real estate, DIC brings an extensive new media business strategy that will further strengthen and enhance the Cookie Jar brand."

Subject to approval by DIC's shareholders and other customary approvals, the transaction is expected to close by Fall 2008.

About DIC

DIC Entertainment (http//:www.dicentertainment.com), spearheaded by Chairman & CEO Andy Heyward, has grown over the past 25 years into a leading children's media company with operations worldwide. The Company's assets include a 33% stake in the international children's channel KidsCo and ownership of pan-European licensing agency Copyright Promotions Group. DIC operations are led by President Jeffrey Edell, who has been instrumental in DIC's strategic process and negotiated the merger deal. DIC is publicly traded on AIM, a market operated by the London Stock Exchange.

DIC is dedicated to creating, developing, producing, distributing, marketing and merchandising family-based intellectual properties. The Company serves as the worldwide licensor or agent for brands such as McDonald's, Strawberry Shortcake, Madeline, Mommy & Me, The Beginner's Bible and Eloise. DIC has distinguished itself by building one of the largest libraries of animation worldwide with approximately 3,000 half-hours of programming, including Inspector Gadget™, Strawberry Shortcake™, Horseland, Sabrina™, Madeline™, Liberty's Kids™, Sonic The Hedgehog and Care Bears™.

About Cookie Jar Group

The Cookie Jar Group (http//:www.thecookiejarcompany.com) is a Canadian-based, privately-held entertainment and education company focused on providing compelling programming and materials for children from infancy to twelve years of age. Cookie Jar's private equity sponsors are Birch Hill Equity Partners and OMERS Administration Corporation (the Ontario Municipal Employees Retirement System) and the management team is led by CEO Michael Hirsh, President and COO Toper Taylor, and CFO Scott McCaw.

Cookie Jar Entertainment Inc., Cookie Jar Group's entertainment operation, is a leading, global, independent producer, marketing and brand manager of such renowned children's properties as "The Doodlebops", "Caillou", "Hurray For Huckle!", "Johnny Test" and "Magi-Nation". Combining globally renowned intellectual properties with an industry-recognized management team, Cookie Jar Entertainment Inc. is a market-driven, brand building company that is committed to children first and foremost and is dedicated to the development and production of quality programming that embraces the whole child, with animated and live-action series that entertain, inspire and enlighten children and family audiences worldwide.

Cookie Jar Education, Inc., the educational arm of The Cookie Jar Group, is a global children's educational company. It includes Carson-Dellosa Publishing, HighReach Learning® and Rainbow Bridge Publishing™. One of the largest providers of supplemental education materials in the U.S., Carson-Dellosa reaches nearly 2 million teachers with a wide array of books, classroom decoratives, puzzles and games, toys, science kits, flash cards, manipulatives and more. HighReach Learning® reaches daycare providers and Head Start centers with curriculum as a direct supplier of early childhood materials for children 3 months to seven years of age. Rainbow Bridge provides quality summer workbooks to parents through the trade education and mass markets.

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