KEW MEDIA GROUP Acquires Sienna Films

11/13/17

TORONTO--(BUSINESS WIRE)--KEW MEDIA GROUP Inc. (TSX:KEW and KEW.WT) today announcedthe acquisition of Sienna Films Inc., an established Toronto-based production company.

Sienna, founded by celebrated producers Jennifer Kawaja and Julia Sereny, brings an impressive and diverse production slate to KEW, as well as a robust development pipeline. Sienna is known for scripted television series with international appeal including Cardinal (now in production on season 2 and 3 – aired on CTV in Canada, Hulu in the U.S. and BBC4 in the UK); Ransom (now in production on season 2 – aired on Global Television in Canada and CBS in the U.S.); Combat Hospital (for Global Television in Canada and ABC in the U.S.); and Diamonds (for CBC in Canada and ABC in the U.S.) As well, Sienna is known for critically acclaimed and award-winning feature films including Touch of Pink (Sony) and How She Move (Paramount).

This acquisition, KEW’s second since its QA in March 2017, marks the Company’s entry into the production of scripted programming, and represents a highly complementary and strategic addition to KEW’s asset base. Sienna introduces a strong new mix of content into the Company, laying a solid foundation for continued scripted growth. The acquisition is expected to be accretive to KEW’s earnings over the next twelve months.

KEW MEDIA paid consideration on closing of $3 million for Sienna, comprising $2,580,000 in cash and $420,000 in Class B Shares, representing a multiple of 2.7 times estimated annual trailing Adjusted EBITDA of $1.1 million.

The Sienna vendors can earn up to an additional $3 million in contingent consideration based on Sienna’s Adjusted EBITDA in 2017, 2018 and 2019. The Sienna vendors can earn (a) $600,000 of the contingent consideration if the FY17 Adjusted EBITDA is a minimum of $1.1 million (representing a multiple of 3.3x) (b) an additional $1.2 million of the contingent consideration if the combined Adjusted EBITDA for FY17 and FY18 is $2.42 million (representing an average multiple of 4x) or FY 18 Adjusted EBITDA exceeds $1.32 million (representing a multiple of 3.6x FY 18 Adjusted EBITDA) (c) a further $1.2 million if the Adjusted EBITDA for FY 2019 exceeds $1.58 million (representing a multiple of 3.8x FY 2019 Adjusted EBITDA ). If any of the contingent consideration payments in either (a), (b) or (c) above are not achieved and the combined Adjusted EBITDA for FY17, FY18 and FY19 is a minimum of $4,004,000 the Sienna vendors would be entitled to the full $3 million contingent consideration less any amounts paid in FY 17 and FY 18 (representing an average multiple of 4.5x). The above multiples would be reduced if Sienna exceeds the minimum EBITDA targets.

“Jennifer and Julia have built an exceptional company through creative and innovative work and have proven time and again the ability to develop and deliver quality content,” said KEW CEO Steven Silver. “We welcome these two truly great professionals into our group.”

“As independent content producers who have devoted our careers to compelling and meaningful stories for a range of audiences, the opportunity to be part of KEW MEDIA’s strong international platform is extremely exciting,” said Sienna’s co-founders Kawaja and Sereny.

About KEW MEDIA GROUP INC.

KEW MEDIA GROUP is a leading publicly-listed content company that produces and distributes multi-genre content worldwide. Companies included in the KEW family are the production companies: Architect Films, Bristow Global Media, Campfire Film & Television, Collins Avenue Productions, Frantic Films, Jigsaw Productions, Media Headquarters, Our House Media, Sienna Films and Spirit Digital Media; and the distribution companies: Content Media Corporation (now re-branded KEW MEDIA) and TCB Media Rights.

With primary offices in London, Los Angeles, New York and Toronto, the KEW MEDIA GROUP companies develop, produce and distribute more than 1,000 hours of content every year, as well as distribute a library of more than 10,000 hours, to almost every available viewing platform internationally. KEW aspires to offer great content from all over the world to viewers of all ages and tastes. We promote transparency, equality, respect, and inclusiveness and plan to grow with the benefit of people from a wide range of perspectives and backgrounds.

About Sienna Films Inc.

Sienna is an award-winning production company run by founders Jennifer Kawaja and Julia Sereny. Sienna develops and produces feature films and television series for international audiences. Their feature films have been box office successes and played to festival acclaim from TIFF to Sundance and to Berlin. Sienna’s TV series have garnered top ratings in Canada and abroad with their most recent, Cardinal, topping ratings in Canada, the UK and France. Upcoming, they have several features and television series in the final phases of international packaging and financing, with Canadian-Irish co-production Sweetness in the Belly to shoot in March 2018.

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