FOR IMMEDIATE RELEASE
ACQUISITION OF TOON EXPRESS GROUP
&
RAISING HK$359 MILLION THROUGH NEW SHARE
SUBSCRIPTION
Hong Kong (February 20, 2011) – IMAGI International Holdings Limited (“IMAGI” or “the
Company”; HKSE Stock Code: 585), has announced on Friday February 18, 2011 the acquisition
(the “Acquisition”) of Toon Express Group (“Toon Express”), the manager and owner of, among
others, trademarks and character copyrights of popular Chinese animation “ 喜 羊 羊 與 灰 太 狼
Pleasant Goat and Big Big Wolf”.
IMAGI will settle the initial consideration of HK$814 million by way of a cash payment of HK$330
million, and the remainder by the issuance of 1,382,857,143 consideration shares at HK$0.35
apiece. IMAGI has entered into a subscription agreement with ten investors for the subscription of
1,282,816,000 new shares at HK$0.28 each (the “Subscription”), raising gross proceeds of
approximately HK$359 million to fund the cash payment of the initial consideration.
In addition, IMAGI may pay an earn-out payment of up to HK$232.5 million in the form of
promissory notes in accordance with the financial performance of Toon Express in 2011 and 2012.
Therefore, the total consideration may increase to HK$1,046.5 million.
IMAGI’s chairman Francis Leung Pak To said, “We are very excited with the acquisition of Toon
Express, a leading brand manager in China’s animation industry. Toon Express’ core business is
development and management of animation brands and consumer products licensing, capitalising
on a group of well-known brands and cartoon characters across multiple distribution channels in
the PRC. The acquisition enables the Company to tap into the fast growing animation business in
the PRC.”
Toon Express has developed a strong recognition of its cartoon characters, in particular “Pleasant
Goat and Big Big Wolf”. The animation “Pleasant Goat and Big Big Wolf”, which was created in
China in 2005, is now broadcast over more than 75 national, provincial and municipal satellite and
cable television networks in China. In the second quarter of 2010, according to AC Nielsen,
various series of “Pleasant Goat and Big Big Wolf” programmes occupied five out of the top ten
ratings for animation programmes in the PRC based on primetime viewership by children aged 4 –
14 in cities. “Pleasant Goat and Big Big Wolf” has also been distributed in other territories in the
Asia Pacific region via television programmes, movies, publications and other means such as
Disney Channels.
Toon Express has key commercial arrangements with two contractual partners, being Creative
Power Entertaining LLC (“CPE”) and Disney Enterprises, Inc (“Disney”). CPE is engaged in the
development, production and distribution of AV Programmes. It is also involved in publication,
content development and licensing as well as stage shows and mobile carnival operations.
Through contractual commercial arrangements with CPE and Toon Express’ consumer products
licensing business, which is managed by Disney on behalf of Toon Express, Toon Express has
IMAGI International Holdings Limited
20 February 2011 (p. 2 of 4)
developed an integrated business model which allows it to tap into each segment of the value
chain of the entertainment industry. CPE owns the content copyrights of television programmes,
movies, publications, and stage shows. As strategic commercial partners, CPE and Toon Express
jointly cooperate and coordinate brand activities.
Mr. Leung noted that the Acquisition will bring real value to IMAGI by transforming the Company
into an owner of leading brands in family entertainment and broadening and enhancing the Group’s
revenue sources.
“We also aim to promote IMAGI’s original animations and cartoon characters through Toon
Express’ multiple distribution channels. All in all, the acquisition is value and earnings accretive for
IMAGI. We are very bullish on the Company’s future development,” Leung concluded.
The Company is also pleased to announce the Subscription. The subscribers include Bofanti
Limited, a company wholly owned by CK Life Science Int’l (Holdings) Inc, two investment funds
which are members of the IDG investment fund group, Mousserena L.P., a private company
managed by Mousse Partners, a New York-based private investment firm, and a fund managed by
China Consumer Capital Partners Ltd., which is an investment firm focusing on China’s
consumer/retail industry..
Other investors include Mr Larry Yung Chi Kin, Chairman of Yung’s Enterprise Holdings Limited,
and Mr Eddie Ho Ping Chang, Vice Chairman of Hopewell Holdings Limited, investing through their
respective wholly-owned companies.
Upon completion of the Acquisition and the Subscription, the subscribers will have a stake in
aggregate of 15.29% in the Company. The subscribers have agreed to be subject to a lock-up of
six months after the completion of the Subscription.
IMAGI has also announced that it will appoint Mr Soh Szu Wei, CEO of Toon Express as an
Executive Director and CEO of the Company upon completion of the Acquisition.
Mr Soh said, “I am looking forward to cooperating with IMAGI on the development of the animation
industry. The acquisition will allow Toon Express access to the international capital markets
through IMAGI and further support the Chinese government’s strategy to showcase the growth of
home grown animation in the international markets.”
“Toon Express’ goal is to become a blue-chip company in branded family entertainment and
consumer market. Although “Pleasant Goat and Big Big Wolf” is the leading animation brand in
China, it is always a strategy of Toon Express to diversify its existing licensing portfolio. Toon
Express will therefore continue to develop new animation brands, as well as new contents and
characters for its existing animation brands with the aim of expanding the consumer products
licensing business to brands other than “Pleasant Goat and Big Big Wolf.” Mr. Soh concluded.
The trading of IMAGI shares on the Stock Exchange will resume with effect from 9:30 a.m. on 21
February 2011.
- End Media Enquiries:
Strategic Financial Relations Limited
Heidi So
+852 2864 4826
Mandy Go
+852 2864 4812
Roby Lau
+852 2114 4950
Cornia Chui
+852 2864 4853
+852 2527 1196
Fax：
www.sprg.com.hk
Website：
[email protected]
[email protected]
[email protected]
[email protected]
IMAGI International Holdings Limited
20 February 2011 (p. 3 of 4)
Shareholding Structure after Completion of Acquisition and Subscription
Shareholding structure as at
the date of this announcement
No. of Shares
%
Shareholding structure immediately after
completion of Acquisition and
Subscription
No. of Shares
%
Shares held by Idea Talent (note 1)
1,875,000,000
32.75%
1,875,000,000
22.35%
-
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
657,039,810
90,463,429
55,714,286
32,580,000
350,000,000
133,239,618
53,820,000
10,000,000
7.83%
1.08%
0.66%
0.39%
4.17%
1.59%
0.64%
0.12%
0.00%
1,382,857,143
16.48%
-
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
0.00%
278,568,000
278,568,000
140,680,000
139,288,000
139,288,000
139,288,000
55,712,000
55,712,000
55,712,000
1,282,816,000
3.32%
3.32%
1.69%
1.66%
1.66%
1.66%
0.66%
0.66%
0.66%
15.29%
Other public shareholders
3,849,907,577
67.25%
3,849,907,577
45.88%
Total
5,724,907,577
100.00%
8,390,580,720
100.00%
Consideration Shares
Mr. So Wing Lok, Jonathan
Mr. Lo Wing Keung
ASENA China Investment Fund II L.P.
Mr. Soh Szu Wei
Mr. Chua Ee Mong
Ms. Tan Mae Ling
Ms. Tan Siok Neo, Eileen
Mr. Lai Seck Khui
Subscription Shares
IDG
Bofanti
Mousserena
China Consumer Capital
Paragon Asset
Super Winner
CITIC Alpha Leaders
China Alpha
Shikumen
Notes:
1. Idea Talent is a company owned as to 60% by Grandwin Enterprises Limited, which in turn is wholly owned by
Mr. Leung Pak To, and as to 40% by Better Lead Limited, which in turn is wholly and beneficially owned by Mr.
Chung Cho Yee, Mico.
IMAGI International Holdings Limited
20 February 2011 (p. 4 of 4)
ABOUT TOON EXPRESS GROUP
Toon Express Group is a leading brand manager in China’s animation industry. With CPE’s and Toon Express
Group’s capabilities in deploying content across multiple channels including television, movies, publication, stage
shows, mobile carnivals and interactive media, Toon Express Group manages popular animation brands in the
PRC with a focus on the consumer products licensing business. Apart from “Pleasant Goat and Big Big Wolf 喜羊
羊與灰太狼”, Toon Express also holds distribution and licensing rights of other animation brands, including “Happy
Family”, “Cookie Master”, “Planet of Seven Colours” and “Legendary Soccer Kid”.
CPE, the strategic commercial partner of Toon Express Group, is responsible for the production and distribution of
television programmes, movies, publications, stage shows, and carnivals of the brands above. CPE also owns
the copyrights (contents) in the forms of television programmes, movies, publications, and stage shows.
Toon Express Group has contractual arrangements with CPE and Disney through which it develops its unique
business model with an aim to tap into different business segments of the family entertainment industry in China
as well as other parts of the world. Both CPE and Toon Express Group jointly cooperate and coordinate brand
activities to ensure maximum brand value.
For further information, please visit http://www.toonexpress.com and www.toonwiz.com
ABOUT IMAGI
IMAGI International Holdings Limited (“IMAGI”) (Stock Code: 585) is a listed company on the main board of the
Hong Kong Stock Exchange. IMAGI is principally engaged in the production, distribution and marketing of
computer graphic imaging (“CGI”) animated motion pictures with both licensed classic anime properties and
original designs; licensing of ancillary rights of CGI animation pictures and provision of creative and design to
integration services in all CGI products. IMAGI’s first theatrical movie TMNT was released in March 2007,
opening #1 in U.S. box office, the first time in history that an Asian animated film achieved that honor. Astro Boy
was the second full feature motion picture, which was released worldwide in October 2009.
iDream Production Limited (“iDream”), IMAGI’s wholly owned subsidiary, is a full service project management and
production house in respect of CGI animation pictures, special CGI effect and stereoscopic 3D features. iDream
provides creative services in character designs to integration services in all CGI products ranging from animated
films, visual effects in commercials, music videos, television programs to CGI games.
For further information, please visit www.imagi.com.hk
ABOUT IMAGI’S MAJOR SHAREHOLDER
Idea Talent Limited is the major shareholder of IMAGI. A private company wholly owned by Mr Francis Leung
Pak To (“Mr Francis Leung”) has a 60% interest in Idea Talent and a private company wholly owned by Mr Chung
Cho Yee, Mico (“Mr Mico Chung”) owns the remaining 40%.
Mr Francis Leung has over 30 years of experience in investment banking, in particular, the field of corporate
finance involving capital raising, mergers and acquisitions, corporate restructuring and reorganisation,
investments and other general finance advisory activities in Hong Kong and the PRC. He is currently the ViceChairman and Managing Director of Yung’s Enterprise Holdings Limited, the Chairman (Greater China) of CVC
Asia Pacific, a non-executive director of Sun Hung Kai & Co. Limited (stock code: 056) and the Chairman of
Luminary Capital Limited, an investment and corporate finance advisory company owned by him.
Mr Mico Chung is the chairman and an executive director of CSI Properties Limited (stock code: 497) and Hong
Kong Construction (Holdings) Limited (stock code: 190).