Spin Master Corp. announces pricing of initial public offering

/NOT FOR DISTRIBUTION IN THE UNITED STATES/

TORONTO, July 23, 2015 /CNW/ - Spin Master Corp. ("Spin Master") today announced that it has entered into an underwriting agreement for its initial public offering (the "Offering") of 12,225,000 subordinate voting shares at a price of C$18.00 per subordinate voting share (the "Offering Price") for aggregate gross proceeds of C$220,050,000.  Spin Master filed a supplemented PREP prospectus dated July 22, 2015 (the "Prospectus") in respect of the Offering with the securities regulatory authorities in each of the provinces of Canada. 

The Offering is being made through a syndicate of underwriters including RBC Capital Markets and TD Securities Inc. as co-lead underwriters and joint bookrunners, CIBC World Markets Inc., National Bank Financial Inc., BMO Nesbitt Burns Inc., HSBC Securities (Canada) Inc., Barclays Capital Canada Inc., GMP Securities L.P., Cormark Securities Inc. and Dundee Securities Ltd. (collectively, the "Underwriters").

Spin Master has granted to the Underwriters an overallotment option, exercisable in whole or in part for a period of 30 days following the closing of the Offering, to purchase up to an additional 1,833,750 subordinate voting shares at the Offering Price for additional gross proceeds of C$33,007,500 if the option is exercised in full.

The Offering is expected to close on or about July 30, 2015, subject to customary closing conditions.  Spin Master has received conditional listing approval for the listing of its subordinate voting shares on the Toronto Stock Exchange (the "TSX") under the symbol "TOY", subject to Spin Master fulfilling all of the listing requirements of the TSX.

The Offering is only made by the Prospectus.  The Prospectus contains important detailed information about the securities being offered.  Potential investors should read the Prospectus prior to making an investment decision. Copies of the Prospectus are available on SEDAR at www.sedar.com.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The subordinate voting shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the subordinate voting shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Spin Master in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Spin Master

Spin Master is a leading global children's entertainment company that creates, designs, manufactures and markets a diversified portfolio of innovative toys, games, products and entertainment properties. Spin Master is best known for award-winning brands including Bakugan, Air Hogs®, Spin Master Games™ and the 2015 Toy of the Year, Zoomer™ Dino. Since 2005, Spin Master has received 58 TIA Toy of The Year (TOTY) nominations with 14 wins across a variety of product categories. Spin Master has been recognized with 11 TOTY nominations for Innovative Toy of the Year, more than any of its competitors. Spin Master is among a limited number of companies that not only develop and produce global entertainment properties, characters and content, but also monetize that content through the creation, sale and licensing of products. To date, Spin Master has produced five television series, including 2007 hit series Bakugan Battle Brawlers™ and its current hit PAW Patrol, which is broadcast in over 160 countries and territories globally. Spin Master employs over 850 people globally with offices in Canada, United States, France, Italy, United Kingdom, Slovakia, Germany, the Netherlands, Mexico, China, Hong Kong and Japan.

Forward Looking Statements

Certain statements contained in this press release constitute forward-looking statements and forward-looking information within the meaning of Canadian securities laws, including statements regarding the anticipated closing date.  These forward-looking statements represent Spin Master's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved.  These forward-looking statements are subject to risks, uncertainties and other factors, including conditions to closing this offering, many of which are outside of Spin Master's control, which could cause actual results to differ materially from the results discussed in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Spin Master does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.  New factors emerge from time to time, and it is not possible for Spin Master to predict all such factors.  When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in the prospectus filed with the applicable Canadian securities regulatory authorities in connection with Spin Master's initial public offering.  The risk factors and other factors noted in the prospectus could cause actual events or Spin Master's actual results to differ materially from those contained in any forward-looking statement.

SOURCE Spin Master Ltd.

Mark L. Segal, Executive Vice President and Chief Financial Officer, 416-364-6002, ext 2333, [email protected]