Michael MacMillan, chief executive officer of Blue Ant Media, in September, 2021.Steve Craft/The Globe and Mail
Michael MacMillan is fighting a takeover battle he may not win.
Mr. MacMillan, co-founder of film company Alliance Atlantis and now chief executive officer of television producer-turned global content distributor Blue Ant Media Corp. BAMI-T, struck a deal in November to buy Thunderbird Entertainment Group Inc. TBRD-X Although he locked up 37-per-cent support for the transaction in advance, multiple shareholders of the Vancouver-based TV producer have balked at the proposal and plan to vote against it at a meeting on Thursday.
Blue Ant, which went public last year, is offering a mix of cash and stock that values Thunderbird at $1.77 a share or about $89-million. At least two-thirds of shareholder ballots cast must vote yes for the deal to proceed, but C.J. Martin is among several Thunderbird investors planning to vote no.
“It is a bad deal,” Mr. Martin, managing partner of Dark Horse Capital Management, which controls roughly 4 per cent of Thunderbird shares, said in an interview. “It is just not good value.”
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As recently as 2024, Thunderbird was buying back its own stock at an average price of more than $2 a share. The stock plunged as low as $1.02 a share – its lowest level in more than five years – after Thunderbird stopped issuing financial guidance on Oct. 8, 2025. Just two weeks later, on Oct. 22, the company signed a letter of intent for the deal with Blue Ant.
Thunderbird, which has developed popular shows such as Kim’s Convenience, Molly of Denali and Highway Thru Hell, said in an e-mailed response to questions that Blue Ant’s buyout offer “was the result of multiple strategic review processes carried on over several years and considered all strategic alternatives, including all potential sale opportunities.”
Yet on a Nov. 26 conference call with analysts, Mr. MacMillan said his offer to buy Thunderbird was not the result of any strategic review.
“This was a direct negotiation and discussion between Thunderbird and Blue Ant,” Mr. MacMillan said. “We dealt directly. We were not part of any kind of formal process.”
Thunderbird has developed popular television shows such as Kim’s Convenience.CBC
Gavin Richey, whose company Sieve Capital owns or advises roughly 7 per cent of Thunderbird shares, also opposes the sale to Blue Ant, partly on the grounds that Thunderbird did not conduct a formal bidding process.
Two other offers to buy Thunderbird were submitted during the nearly month-long period between the signing of the letter of intent on Oct. 22 and the deal being announced on Nov. 26, the company disclosed in a Dec. 11 regulatory filing. But after receiving advice from Canaccord Genuity, Thunderbird determined they were either “not actionable” or “inferior in value” to Blue Ant’s proposal, the filing said.
In an interview, Mr. Richey said one of the main issues that he and many other Thunderbird shareholders have with the Blue Ant offer is its cash-and-stock structure. Because Blue Ant stock has very low liquidity – barely 3,000 of its shares change hands on any average trading day – cashing out would be a slow and difficult process.
“Everybody is mad about the same thing,” Mr. Richey said. “It is going to take years to sell out of it.”
Then there are the concerns about a loss of influence. Depending on the proportion of cash and stock Thunderbird shareholders opt to receive, they will end up controlling between 21 and 33 per cent of the combined company.
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Fairfax Financial Holdings Ltd., a massive Canadian holding company led by billionaire Prem Watsa, would be the single largest shareholder with an ownership stake of between 15 and 17 per cent. Mr. MacMillan, meanwhile, would maintain control of the combined company, with between 69 and 73 per cent of total voting power while holding less than 4 per cent of its total shares.
“Do Thunderbird shareholders wish to own stock in a company where one person has control?” Mr. Richey said in a Jan. 13 public statement urging his fellow shareholders to oppose the Blue Ant transaction.
Exactly how many Thunderbird shareholders oppose the Blue Ant takeover is unclear, though the dissent seems to go beyond the roughly 11 per cent of shares controlled by Mr. Martin and Mr. Richey.
The website noblueant.com details various arguments against the transaction. Both Mr. Martin and Mr. Richey said they are not affiliated with the site and a request for comment sent via the site’s contact form went unanswered.
Mr. Martin, who has been a vocal critic of Thunderbird’s business strategy for years, said he was not surprised that many of its investors appear dissatisfied with how the process is being handled.
“Shareholders have been pushing for a sale for a long time, but we aren’t just going to take any sale,” he said. “I’m not just going to walk away and give [Mr. MacMillan] free money.”