Stuart Snyder, president/ceo of CINAR Corp., will step down from his position after the special meeting of CINAR shareholders in Montreal on Feb. 17, 2004 regarding the acquisition of all outstanding shares of CINAR by an investor group comprised of Michael Hirsh, Toper Taylor and TD Capital Canadian Private Equity Partners. At that time the current board of directors will be replaced by persons representing the investor group and the employment contracts of some senior execs will be affected as well.
"We met many potential purchasers before establishing our agreement with Mr. Hirsh's group and it is clear, in my opinion and that of the Board, that his group has the financial resources, expertise and background in the industry to advance CINAR to a new level while providing shareholders with fair value for the Company," said CINAR chairman, Robert Despres.
Despres continued, "I want to take this opportunity to offer my very sincere personal thanks and that of the board to Stuart Snyder, who, since joining CINAR, succeeded with his management team in reinvigorating the company and increasing shareholder value. Once the decision was made to sell the company, Mr. Snyder assumed full responsibility for the process, devoting immeasurable energy and effort to finalizing this agreement," Mr. Despres concluded.
"Throughout our lengthy negotiations, Messrs. Despres and Snyder demonstrated their absolute dedication to maximizing the value of the company," said Hirsh. "I am pleased that, in a spirit of mutual respect, we have been able to reach an agreement that we can submit to CINAR shareholders."
"For me," said Snyder, "the CINAR experience has been exciting and stimulating. I want to express my heartfelt thanks to the board for its support during my tenure with the company as well as to our management team and our employees whose creativity, efforts and enthusiasm under challenging circumstances have contributed so much to CINAR. I also want to express my appreciation to Michael Hirsh, Toper Taylor and TD Capital Canadian Equity Partners for their constructive negotiations and perseverance during the process.
Under the terms of the arrangement, CINAR shareholders will receive $3.60 per share in cash. In addition, the arrangement calls for a pro rata distribution to CINAR shareholders of the potential net proceeds, if any, from the settlement of certain outstanding litigation. The arrangement requires a two-thirds approval of shareholders. The company's founders, who hold in aggregate approximately 96% of the outstanding variable multiple voting shares, have irrevocably agreed to vote their shares in favor of the arrangement.
CINAR's board of directors has determined that the arrangement is in the best interests of CINAR and recommends shareholders to approve the arrangement. Merrill Lynch, CINARs financial advisor, has determined it is fair from a financial point of view to CINAR shareholders.
The Notice of Special Meeting and Management Proxy Circular are also available on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com and on CINAR's Website www.cinar.com. These documents will also be available from the Electronic Data Gathering, Analysis and Retrieval system (EDGAR) at www.sec.gov/edgar.shtml. Copies can be obtained as well from the Company's Secretary at 1055 Rene-Levesque Blvd. East, Montreal (Qc), H2L 4S5, Tel: (514) 843-7070.
CINAR is an integrated entertainment and education company involved in the development, production, post-production and worldwide distribution of non-violent, quality programming and educational products for children and families.