A cross-border team from our Toronto, Ottawa, Montreal, Calgary, Vancouver, Los Angeles, New York, Houston, Austin and Dallas offices advised NASDAQ-listed Genius Brands, one of the world’s leading animation production companies, on the agreement to acquire TSXV-listed Wow Unlimited Media for C$66m in cash and shares. The transaction was effected by way of a court-approved plan of arrangement and, for tax purposes, certain Canadian shareholders were entitled to elect to receive their consideration in the form of exchangeable shares.
This transaction solidified Genius Brands as a global animation and digital media powerhouse and creates an end-to-end animation ecosystem. Genius Brands remains committed to Canada and intends to transfer animation production to Canada, providing direct benefits and opportunities for Canadian animators. The transaction was structured such that Wow Unlimited Media’s Canadian content operations will continue as a distinct Canadian-controlled business.
Norton Rose Fulbright provided in-depth structuring and legal advice in order to achieve these goals, and to ensure receipt of a significant regulatory approval from the Department of Canadian Heritage under the Investment Canada Act (ICA), in an effort to promote Canadian identity and values, cultural development, and heritage. Norton Rose Fulbright likewise provided tax advice with respect to the exchangeable share structure, as well as Canadian and U.S. securities advice in connection with the transaction. 
Less than ten transactions are reviewed by the Department of Canadian Heritage in a year. For this transaction to have been completed successfully, it must have been seen as a benefit to the country in promoting the Canadian identity.