UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events |
As previously announced, on August 22, 2019, Hasbro, Inc. (“Hasbro” or “we”), entered into an Arrangement Agreement (the “Arrangement Agreement”), among Hasbro, 11573390 Canada Inc., a Canadian corporation and a wholly owned subsidiary of Hasbro (“Acquireco”), and Entertainment One Ltd., a Canadian corporation (“eOne”), pursuant to which, subject to the satisfaction of the conditions set forth in the Arrangement Agreement, Acquireco will acquire all of the issued and outstanding common shares of eOne by means of a statutory arrangement under the Canada Business Corporations Act (the “Proposed Acquisition”). The Proposed Acquisition is more fully described in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on August 23, 2019.
The following audited consolidated financial statements of eOne are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:
| • | Report of Independent Auditors; |
| • | Consolidated Income Statements for the two years ended March 31, 2019; |
| • | Consolidated Statements of Comprehensive Income for the two years ended March 31, 2019; |
| • | Consolidated Balance Sheets as of March 31, 2019 and March 31, 2018; |
| • | Consolidated Statement of Changes in Equity for the two years ended March 31, 2019; |
| • | Consolidated Cash Flow Statement for the two years ended March 31, 2019; and |
| • | Notes to the Audited Consolidated Financial Statements. |
The following unaudited consolidated financial statements of eOne are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference:
| • | Condensed Consolidated Income Statement for the three months ended June 30, 2019; |
| • | Condensed Consolidated Statement of Comprehensive Income for the three months ended June 30, 2019; |
| • | Condensed Consolidated Balance Sheet as of June 30, 2019; |
| • | Condensed Consolidated Cash Flow Statement for the three months ended June 30, 2019; |
| • | Condensed Consolidated Statement of Changes in Equity for the three months ended June 30, 2019; and |
| • | Notes to the Unaudited Condensed Consolidated Financial Statements. |
The “Operating and Financial Review for eOne” in connection with the audited consolidated financial statements and unaudited consolidated financial statements of eOne filed as Exhibits 99.1 and 99.2 hereto is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
The following unaudited pro forma condensed combined financial statements combining the historical consolidated financial statements of Hasbro and its subsidiaries and eOne and its subsidiaries, reflecting an acquisition by Hasbro, are filed as Exhibit 99.4 to this Current Report on Form 8-K and are incorporated herein by reference:
| • | Unaudited Pro Forma Condensed Combined Balance Sheet as of September 29, 2019; |
| • | Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 30, 2018 and the nine months ended September 29, 2019; and |
| • | Notes to the Unaudited Pro Forma Condensed Combined Financial Statements. |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 23.1 |
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| 99.1 |
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| 99.2 |
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| 99.3 |
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| 99.4 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HASBRO, INC. | ||
| By: |
/s/ Deborah Thomas | |
| Name |
Deborah Thomas | |
| Title |
Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) | |
Date: November 4, 2019