DreamWorks Animation & Hasbro In Merger Talks; Deal With Hearst Looming

EXCLUSIVE: DreamWorks Animation is deeply engaged in two potentially game changing negotiations that could transform the company — including one with Hasbro to forge a family entertainment powerhouse to be called DreamWorks-Hasbro. The other talks are with Hearst to turn DWA’s AwesomenessTV into a joint venture. We’re told that a DWA and Hasbro deal is at least 60 days off, if it happens. But the two companies are said to have agreed that Jeffrey Katzenberg would chair the combined operation. The Hasbro board visited the DWA campus recently, following a similar visit in late October by Hasbro CEO Brian Goldner and his management team to discuss potential film, TV, and consumer product synergies.

With an eye to combining and beneficially expanding the diversification that both companies have pursued of late, the DWA CEO is said to be looking for Hasbro to pay $35 a share in a potential deal. That would be a 56.5% premium over DWA’s closing price on Wednesday but a hair less than its 52-week high from January of $36.01.

Not that the animation company would reveal anything about any possible talks with anyone. “As a publicly traded company, we don’t comment on rumors and speculation,” a DWA spokesperson told Deadline today of any potential deal with either Hasbro or Hearst. Hasbro says that “as a matter of corporate policy we don’t comment on rumors or speculation.”

However, Hasbro has made it clear that it wants to be a leader in family entertainment, a fertile ground to promote games and toys including its Transformers property. Today it promoted Stephen Davis to the newly created role of EVP-Chief Content Officer, responsible for developing content for Hasbro’s brands across multiple platforms. The toy maker owns 40% of Discovery Family, known until last month as children’s channel The Hub. Meanwhile, Hasbro awaits the outcome of a trial over who owns the movie rights to its highly valued Dungeons & Dragons game. If that case goes the toy company’s way, it looks to make a D&D picture with Universal.

Meanwhile, DWA is moving quickly on another potential deal with Hearst Publishing to form a joint venture involving AwesomenessTV. Hearst would pay $81.25 million for a 25% stake in the Internet video power with $56.25 million going directly to DreamWorks and $25 million used as an investment in ATV. The terms would value ATV at $300 million, double what DreamWorks paid for it in May 2013. Founder Brian Robbins and COO Brett Bouttier would have new, five-year employment agreements.

The JV would use the additional cash, possibly including a contribution from DreamWorks Animation, to launch three digital channels: A bundle of ATV content, one that targets Moms, and one focusingon kids sports including how-to videos from celebrity athletes.

Hearst would appoint one director to a four-person board, with the remainder from DWA. Although a minority owner, Hearst would have veto power over the annual budget and business plan, employment changes for the CEO and COO, a merger or sale, or acquisitions costing more than $5 million.

The negotiations reflect Katzenberg’s interest in forging a new path for his company. DreamWorks has been buffeted by rumors regarding potential deals with Japan’s Softbank and China’s Alibaba as investors questioned the prospects of its film and TV business. The studio’s shares have lost about 37% of their value in 2014 after it took writedowns on Rise Of The Guardians, Turbo, and Mr. Peabody & Sherman. (The SEC is investigating the Turbo charge.) In the last year, CEO has been diversifying into TV production — including a major deal with Netflix — consumer products, live entertainment, and digital production.