Mainframe to be acquired by Rainmaker
AndrAI...@aol.com
Rainmaker and Mainframe Enter Into Agreement for Rainmaker to Acquire
Balance of Mainframe Shares
VANCOUVER, BC (Aug. 29, 2006) - Rainmaker Income Fund ("Rainmaker") and
Mainframe Entertainment, Inc.("Mainframe") announced today that
Mainframe and a subsidiary of Rainmaker have entered into a definitive
agreement under which Rainmaker's majority owned subsidiary RNK Capital
Limited Partnership ("RNK Capital LP") will acquire the balance of the
38% of the outstanding shares of Mainframe which are not owned by RNK
Capital LP by way of an amalgamation, resulting in a cash purchase
price of $0.24 per share.
Upon completion of the acquisition by RNK Capital LP, the businesses of
Mainframe and Rainmaker Animation & Visual Effects will be fully
integrated under the corporate name "Rainmaker Entertainment Inc."
The board of directors of Mainframe has received a fairness opinion
with respect to the acquisition consideration and has recommended
approval of the acquisition by Mainframe shareholders. The acquisition
is conditional upon the approval by 66.7% of the Mainframe shareholders
and by 50.1% of the Mainframe shareholders other than RNK Capital LP,
as well as other customary conditions and regulatory approval. A
special meeting of Mainframe shareholders is proposed to be held in
October 2006 and closing is expected to occur that same month.
Rainmaker Entertainment Inc. - Largest Animation and Visual Effects
Studio in Canada
Rainmaker Entertainment Inc. ("REI") will be the largest animation and
visual effects studio in Canada with over 300 employees. Warren
Franklin, the President of Rainmaker, will be the CEO of REI; and Rick
Mischel, the CEO of Mainframe, will be the President and COO of REI.
"We're pleased that everything is coming together on this acquisition,"
states Franklin. "It's a good indication of why this was the right move
for both Rainmaker and Mainframe in the first place. We look forward to
integrating our operations and creating a dynamic digital entertainment
company."
Mischel adds, "Combining our facilities and operations, and
streamlining our pipelines will be our first priorities. We will also
continue our development of a broad slate of intellectual properties."
Transaction Details
The transaction will be executed through an amalgamation between
Mainframe and a special purpose subsidiary of RNK Capital LP. Upon the
amalgamation becoming effective each holder of common shares of
Mainframe (other than RNK Capital LP) will exchange their shares for
preferred shares of the amalgamated entity; REI. RNK Capital LP will
have a call right to purchase the preferred shares of REI exercisable
by the payment of cash consideration of $0.24 per share. RNK Capital LP
will agree to exercise the call right promptly following the
amalgamation. The aggregate purchase price payable by RNK Capital LP
upon the exercise of the call right will be approximately $6.5 million.
Upon exercise of the call right RNK Capital LP will own all of the
outstanding shares of REI.
The definitive agreement includes a commitment by Mainframe not to
solicit alternate transactions to the merger. In addition Mainframe has
granted a right to RNK Capital LP's subsidiary to match an unsolicited
competing offer. As previously announced by Rainmaker, RNK Capital LP
has entered into an agreement with Working Opportunity Fund (EVCC) Ltd.
("WOF"), a holder of approximately 13% of Mainframe, which has agreed
to support the transaction.
About Rainmaker
Rainmaker is an unincorporated open-ended limited purpose trust located
in Vancouver, British Columbia. Rainmaker indirectly owns three
operating limited partnerships: Rainmaker Limited Partnership
("Rainmaker LP"), EP Canada Limited Partnership, a leading provider of
payroll services for the film and television industry across Canada and
Canada Film Capital Limited Partnership which provides tax credit
administration services and financing of tax credits through factoring
for film and television productions across Canada. For more
information, visit www.rnkincomefund.com.
Rainmaker LP, headquartered in Vancouver, Canada, is an award-winning
visual effects, CG animation and post production entity with a 27 year
history of technical excellence and outstanding service in feature
films, television, games and commercials. Rainmaker LP is one of North
America's pre-eminent post-production service providers. Rainmaker LP
recently opened a new facility in London - Rainmaker Animation and
Visual Effects UK Ltd. - which offers cutting edge visual effects and
3D animation in that market. Rainmaker LP's Vancouver facility
continues to provide a wide array of post production services ranging
from traditional film developing to the very latest in digital image
processing, visual effects and CG animation. For more information,
visit www.rainmaker.com
About Mainframe
Mainframe is the industry leader in CG animation for television and
direct-to-video DVD family entertainment. Mainframe has produced over
269 half hours of CG animated television as well as 16 CG animated
direct-to-video/DVD feature films and three CG animated television
specials. Mainframe's CG animation expertise is also being used in the
production of theatrical feature films, interactive games and
commercials. Established in 1993, Mainframe continues to grow its
library of proprietary productions, and has received many prestigious
awards for its work on such international brands as Barbie (winner of
the VSDA Award for Children's Title of the Year), Hot Wheels,
Spider-Man, Casper and Popeye. The company is recognized as a CG
animation pioneer having developed the groundbreaking internationally
distributed television series ReBoot. Mainframe clients include Sony,
Mattel, Lions Gate Home Entertainment, Electronic Arts (Canada) and
MTV. For more information, visit www.mainframe.ca
This press release and any related attachments may contain
forward-looking statements that involve a number of risks and
uncertainty. Among the important factors that could cause actual
results to differ materially from those indicated by such
forward-looking statements are market and general economic conditions
and the risk factors detailed from time to time in the periodic reports
and documents filed by Rainmaker and Mainframe with The Toronto Stock
Exchange and other regulatory authorities. Forward-looking statements
are based on the estimates and opinions of management on the date the
statements are made, and neither Rainmaker nor Mainframe undertakes any
obligation to update the forward-looking statements should there be a
change in conditions, or in managements' estimates or opinions.
Patrick Joseph Mc Namara
<AndrAI...@aol.com> wrote in message
news:1158945496.3...@e3g2000cwe.googlegroups.com...
>>> The end of Mainframe? See press release below. <<
>
> Rainmaker and Mainframe Enter Into Agreement for Rainmaker to Acquire
> Balance of Mainframe Shares
>
As an independent company it would mean the end of Mainframe, but they may
keep it as a division for children's entertainment. I'm sure as long as
Mattel wants movies then it's profitable to make them. Rainmaker seems to be
specialized more into movie special effects.
If Rainmaker does buy them out, it could mean that some of the Mainframe
properties (such as Reboot) are sold off. Unfortunately, it appears The Shop
may have shut down.
Joe Smith
Or not.
I got email today from someone at Rainmaker. She said:
"news that I think you’ll find exciting: Rainmaker is re-launching Reboot."
Time for me to update www.inwap.com/mf/reboot now.
-Joe
Joxer the Mighty
> I got email today from someone at Rainmaker. She said:
>
> "news that I think you’ll find exciting: Rainmaker is re-launching Reboot."
>
> Time for me to update www.inwap.com/mf/reboot now.
> -Joe
Any details about in what way, Joe?
Joxer
spi...@freenet.co.uk
Joxer the Mighty <gavi...@shaw.ca> didnst hastily scribble thusly:
> Joe Smith wrote:
>> I got email today from someone at Rainmaker. She said:
>>
>> "news that I think you?ll find exciting: Rainmaker is re-launching Reboot."
>>
>> Time for me to update www.inwap.com/mf/reboot now.
>> -Joe
> Any details about in what way, Joe?
Considering you're one of the main characters in series 3, you'd think
they'd've told you.
:)
--
______________________________________________________________________________
| spi...@freenet.co.uk | |
|Andrew Halliwell BSc(hons)| "The day Microsoft makes something that doesn't |
| in | suck is probably the day they start making |
| Computer science | vacuum cleaners" - Ernst Jan Plugge |
------------------------------------------------------------------------------
Joxer the Mighty
> In the sacred domain of alt.tv.reboot,
> Joxer the Mighty <gavi...@shaw.ca> didnst hastily scribble thusly:
> > Joe Smith wrote:
>
> >> I got email today from someone at Rainmaker. She said:
> >>
> >> "news that I think you?ll find exciting: Rainmaker is re-launching Reboot."
> >>
> >> Time for me to update www.inwap.com/mf/reboot now.
> >> -Joe
>
> > Any details about in what way, Joe?
>
> Considering you're one of the main characters in series 3, you'd think
> they'd've told you.
> :)
LOL!
I don't think there's anyone there who would know me from Adam, mate; besides,
they hold the rights, so they owe me nothing!
Jox
Ted
Droit moral.
Joxer the Mighty
> Droit moral.
Well there ya go - you learn something new every day!
Jox
Kim McFarland
> I got email today from someone at Rainmaker. She said:
>
> "news that I think you'll find exciting: Rainmaker is re-launching Reboot."
>
> Time for me to update www.inwap.com/mf/reboot now.
I got that letter too. I'm waiting until I get more concrete info -
which should be next week - before I post anything about it.
Otherwise it might touch off the Olympic Conclusion-Jumping Event.
Roy D. Gott
http://www.hollywoodreporter.com/hr/content_display/news/e3i9a352772046b5f132a0dc71e7fde1a0a
"Joe Smith" <j...@inwap.com> wrote in message
news:4vydnZN6Oe-3yj3b...@comcast.com...
Patrick Joseph Mc Namara
>
> "news that I think you’ll find exciting: Rainmaker is re-launching
> Reboot."
Of course that could mean anything from a new series to simply re-releasing
the existing one.
--
Patrick Joseph McNamara
E-mail: writer...@yahoo.com
Webpage: www.geocities.com/writerpatrick
Blog: http://writerpatrick.spaces.msn.com
Podcasts: http://writerpatrick.blogspot.com/
and: http://podcastping.blogspot.com
Patrick Joseph Mc Namara
"Roy D. Gott" <glyp...@prexar.com> wrote in message
news:13a8i3v...@corp.supernews.com...
> I'm guessing this is what it's all about? Sounds like it has potential.
>
> http://www.hollywoodreporter.com/hr/content_display/news/e3i9a352772046b5f132a0dc71e7fde1a0a
>
Sounds like a re-imagining, so we might not be seeing the same characters
we're use to (like Brad Pitt as Bob).
Joe Smith
> Joe Smith wrote:
>
>> I got email today from someone at Rainmaker. She said:
>>
>> "news that I think you’ll find exciting: Rainmaker is re-launching Reboot."
>>
>
> Joxer
---- Begin forwarded message ----
Hi Joe,
My name is Rachel and I work for Rainmaker Animation, Inc. As you may know,
Rainmaker recently acquired Mainframe Entertainment, the makers of Reboot.
We are contacting you because of your Reboot website. We’re really impressed
with your hard work and personal dedication to the Reboot world.
I have some news that I think you’ll find exciting: Rainmaker is re-launching Reboot.
And, more exciting, we want your input on what the new Reboot should look like,
where it should pick up from the cliffhanger episode that ended season four and
what fans like you want to see almost ten years after the final episode aired.
In partnership with a new social networking company, we are letting the fans of
the show shape the rebirth of Reboot.
We’re reaching out to hard-core fans like yourself to see if you would be
interested in becoming involved in this re-creation process. We think it’s
going to be pretty exciting. If you’d like to learn more, let me know and
I’ll send you further information about our plans.
I hope to hear from you soon.
Sincerely,
Rachel
---- End forwarded message ----
The "new social networking company": "Rainmaker has entered into a strategic
alliance with Zeros 2 Heroes, a Web site set to launch today(7/23) to provide
a social network for comic book fans."
http://alpha.zeros2heroes.com/content/view/32/73/
---------------------------------------
Today I got the news from Mairi Wellman; she forwarded an article from AWN:
Hi Joe;
Long time! Hope this finds you and Sally well!
Wondered if you heard the latest news…
Rainmaker Ready For ReBoot Features
July 23, 2007
Rainmaker Animation has plans to transform Mainframe Ent.'s seminal CG
television series, REBOOT, into a trio of feature films. REBOOT became
Rainmaker's property after it acquired Mainframe last year and renamed
it Rainmaker Animation. Rainmaker Animation evp Paul Gertz will shepherd
the production.
Rainmaker will enlist fans to help develop the stories as well. Rainmaker
has teamed with online comicbook publisher Zeros 2 Heroes to help revamp
the series. Five new writers were chosen to develop their own takes on the
series. Fans can visit zeros2heroes.com to help develop the various ideas
and then vote for their favorite. The winning idea will be transformed into
an online comic and go into production as an animated feature this year.
---------------------------------------
The Hollywood Reporter says:
Essentially, five undiscovered writers identified by Rainmaker were
selected to work with the animation studio's production teams to prepare
a pitch for the new "ReBoot" story line. These will be posted on the
Zeros 2 Heroes site Thursday, the opening day of San Diego Comic-Con
International. Those who visit the site will be able to work with each
production team to help refine the ideas for "ReBoot" and later vote and
select a favorite pitch."
---------------------------------------
Business Wire has a large JPEG of five of the potential stories for ReBoot:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=5453169
"Development art for Rainmaker Animation's ReBoot's 2.0 launch.
Over the next month site visitors will vote on art, storylines
and final comic. (Graphic: Business Wire)"
The URL to the main article can be found on that page; it is really long.
-Joe
Joe Smith
I hadn't heard of that phrase, but Wikipedia has.
Joe Smith
The news has hit the wires. The official announcements are dated 7/23/2007,
the same day that the San Diego Comicon starts.
-Joe
Joxer the Mighty
Indeed! I was just there myself! LOL!
How you doing, Joe?
Drop me a line sometime.
Jox
--
____________________________________________________________________
____________________________________________________________________
Gavin Blair - gavi...@shaw.ca
God of Chicks That Kick Ass
____________________________________________________________________
Kim McFarland
> The news has hit the wires. The official announcements are dated 7/23/2007,
> the same day that the San Diego Comicon starts.
Yep. One could say that Skuzzy's out of the bag now.
Deeg
Reboot 2.0!!!! My gosh, I just about plotzed when I saw that logo.
lemmi...@gmail.com
<writerpatr...@yahoo.com> wrote:
> "Joe Smith" <j...@inwap.com> wrote in message
>
> news:4vydnZN6Oe-3yj3b...@comcast.com...
>
>
>
> > I got email today from someone at Rainmaker. She said:
>
> > "news that I think you'll find exciting: Rainmaker is re-launching
> > Reboot."
>
> Of course that could mean anything from a new series to simply re-releasing
> the existing one.
>
> --
> Patrick Joseph McNamara
> Webpage:www.geocities.com/writerpatrick
> Blog:http://writerpatrick.spaces.msn.com
> Podcasts:http://writerpatrick.blogspot.com/
> and:http://podcastping.blogspot.com
Well, I chose to see this as a positive move. It means that Rainmaker
has not forgotten ReBoot and that new content, in whatever form, is
once more a possibility. We just don't know here this is going to go,
but the fact that it may be going at all some 10 years after we
thought it could all be over (again) is a good thing in my book. Yes,
I'd have issues with a radical re-imagining and I think that Gavin and
the other creators should have at least been asked for an opinion, but
I would be prepared to give it a chance. And if the fans...us...can
have some genuine input to the project, then why the frell not?
There is a current move on a lot of exciting properties that is
bypassing the TV networks altogether. (See The Signal podcast bonus
show out Thursday for some comments on that in relation to potential
hope for Firefly for example) BSG, Jericho, Farscape....yes
FARSCAPE!!!! (sorry, kinda excited about that one :-) B5...all coming
back after varying gaps.
And now ReBoot, which, love it though we do, realistically, none of us
expected to return more and more as time passed. Gives me extra hope
that Firefly too may rise again one day.
Will be very interested to see how this turns out.
Nick
Patrick Joseph Mc Namara
<lemmi...@gmail.com> wrote in message
news:1185275095.0...@q75g2000hsh.googlegroups.com...
> On Jul 23, 12:19 am, "Patrick Joseph Mc Namara"
> bypassing the TV networks altogether. (
If it's Reboot, YTV's sure to run it.
--
Patrick Joseph McNamara
E-mail: writer...@yahoo.com
lemmi...@gmail.com
<writerpatr...@yahoo.com> wrote:
> <lemming...@gmail.com> wrote in message
>
> news:1185275095.0...@q75g2000hsh.googlegroups.com...
>
> > On Jul 23, 12:19 am, "Patrick Joseph Mc Namara"
> > There is a current move on a lot of exciting properties that is
> > bypassing the TV networks altogether. (
>
> If it's Reboot, YTV's sure to run it.
Well of course one would hope so and that it would prove popular
enough to filter out to other networks. Heck, might even make it to
the UK so CITV could cancel it all over again :-/
The point is, web based or direct to DVD, in a global market, appears
to be becoming a viable, even preferable option for certain types of
content, without the worry of a network looking at the viewing figures
and deciding to cancel without really giving a show a chance
(ahem..Fox...ahem...actually, they probably all do it, that's TV in
the States these days as far as I can gather from here in the UK :-)
Aaaanyywwaaay... to try and boost some more interest in this and also
because once I thought of it, it made perfect sense to do it, I'm
going to do my next SciFi review for The Signal on ReBoot, the
original (and mention this new venture of course), the one we all
love. (These reviews take a show and review it generally in relation
to Firefly. We review shows that we think Firefly fans will also like
and ReBoot is a dead cert. The reviews generate some extra exposure
for often overlooked shows..some of which I'd never even heard of as
well as the more well know SF tv shows)
If I might ask a teeny favour of the ReBoot collective mind here?
There may be a couple of points that I want to clarify on ReBoot
history as I write the article, would you guys mind if I picked brains
to confirm stuff I'm not positive about? Also, what's the feeling on
mentioning this newsgroup on the podcast (with a possible link in the
show notes)? I want to raise ReBoot's profile just as much as I want
the same for Firefly/Serenity and this group has been a bastion of
hardcore ReBoot fandom for *years* that I think is worth acknowledging
(I often like to compare the fandoms of Firefly and the other shows
reviewed when I do them). What thinks you?
The article is likely to air in mid August, so I'll be writing it over
the next week or 2.
Nick
(see http://signal.serenityfirefly.com/ if you have no idea what I'm
banging on about. We get somewhere between 5-10,000 listeners I think)