Marvel and its portfolio of over 5,000 characters. Acquisition highlights Disney’s strategic focus on quality
branded content, technological innovation and international expansion
to build long-term shareholder value.
Burbank, CA and New York, NY, August 31, 2009 âBuilding on its
strategy of delivering quality branded content to people around the
world, The Walt Disney Company (NYSE:DIS) has agreed to acquire Marvel
Entertainment, Inc. (NYSE:MVL) in a stock and cash transaction, the
companies announced today.
Under the terms of the agreement and based on the closing price of
Disney on August 28, 2009, Marvel shareholders would receive a total of
$30 per share in cash plus approximately 0.745 Disney shares for each
Marvel share they own. At closing, the amount of cash and stock will be
adjusted if necessary so that the total value of the Disney stock
issued as merger consideration based on its trading value at that time
is not less than 40% of the total merger consideration.
Based on the closing price of Disney stock on Friday, August 28, the
transaction value is $50 per Marvel share or approximately $4 billion.
"This transaction combines Marvel’s strong global brand and world-renowned library of characters including Iron Man, Spider-Man, X-Men, Captain America, Fantastic Four and Thor with
Disney’s creative skills, unparalleled global portfolio of
entertainment properties, and a business structure that maximizes the
value of creative properties across multiple platforms and
territories," said Robert A. Iger, President and Chief Executive
Officer of The Walt Disney Company. "Ike Perlmutter and his team have
done an impressive job of nurturing these properties and have created
significant value. We are pleased to bring this talent and these great
assets to Disney."
"We believe that adding Marvel to Disney’s unique portfolio of
brands provides significant opportunities for long-term growth and
value creation," Iger said.
"Disney is the perfect home for Marvel’s fantastic library of
characters given its proven ability to expand content creation and
licensing businesses," said Ike Perlmutter, Marvel’s Chief Executive
Officer. "This is an unparalleled opportunity for Marvel to build upon
its vibrant brand and character properties by accessing Disney’s
tremendous global organization and infrastructure around the world."
Under the deal, Disney will acquire ownership of Marvel including
its more than 5,000 Marvel characters. Mr. Perlmutter will oversee the
Marvel properties, and will work directly with Disney’s global lines of
business to build and further integrate Marvel’s properties.
The Boards of Directors of Disney and Marvel have each approved the
transaction, which is subject to clearance under the Hart-Scott-Rodino
Antitrust Improvements Act, certain non-United States merger control
regulations, effectiveness of a registration statement with respect to
Disney shares issued in the transaction and other customary closing
conditions. The agreement will require the approval of Marvel
shareholders. Marvel was advised on the transaction by BofA Merrill
Investor Conference Call:
An investor conference call will take place at approximately 10:15
a.m. EDT / 7:15 a.m. PDT today, August 31, 2009. To listen to the
Webcast, turn your browser to http://corporate.disney.go.com/investors/presentations.html
or dial in domestically at 800-260-8140 or internationally at
617-614-3672. For both dial-in numbers, the participant pass code is
The discussion will be available via replay on the Disney investors
website through September 14, 2009 at 7:00 PM EDT/4:00 PM PDT.
About The Walt Disney Company
The Walt Disney Company, together with its subsidiaries and
affiliates, is a leading diversified international family entertainment
and media enterprise with five business segments: media networks, parks
and resorts, studio entertainment, interactive media and consumer
products. Disney is a Dow 30 company with revenues of nearly $38
billion in its most recent fiscal year.
About Marvel Entertainment, Inc.
Marvel Entertainment, Inc. is one of the world’s most prominent
character-based entertainment companies, built on a library of over
5,000 characters featured in a variety of media over seventy years.
Marvel utilizes its character franchises in licensing, entertainment
(via Marvel Studios and Marvel Animation) and publishing (via Marvel
Certain statements in this communication may constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements relate to a
variety of matters, including but not limited to: the operations of the
businesses of Disney and Marvel separately and as a combined entity;
the timing and consummation of the proposed merger transaction; the
expected benefits of the integration of the two companies; the combined
company’s plans, objectives, expectations and intentions and other
statements that are not historical fact. These statements are made on
the basis of the current beliefs, expectations and assumptions of the
management of Disney and Marvel regarding future events and are subject
to significant risks and uncertainty. Investors are cautioned not to
place undue reliance on any such forward-looking statements, which
speak only as of the date they are made. Neither Disney nor Marvel
undertakes any obligation to update or revise these statements, whether
as a result of new information, future events or otherwise.
Actual results may differ materially from those expressed or
implied. Such differences may result from a variety of factors,
including but not limited to:
- legal or regulatory proceedings or other matters that affect the
timing or ability to complete the transactions as contemplated;
- the possibility that the expected synergies from the
proposed merger will not be realized, or will not be realized within
the anticipated time period; the risk that the businesses will not be
- the possibility of disruption from the merger making it more difficult to maintain business and operational relationships;
- the possibility that the merger does not close, including but
not limited to, due to the failure to satisfy the closing conditions;
- any actions taken by either of the companies, including but
not limited to, restructuring or strategic initiatives (including
capital investments or asset acquisitions or dispositions);
- developments beyond the companies’ control, including but
not limited to: changes in domestic or global economic conditions,
competitive conditions and consumer preferences; adverse weather
conditions or natural disasters; health concerns; international,
political or military developments; and technological developments.
Additional factors that may cause results to differ materially from
those described in the forward-looking statements are set forth in the
Annual Report on Form 10-K of Disney for the year ended September 27,
2008, which was filed with the Securities and Exchange Commission
("SEC") on November 20, 2008, under the heading "Item 1AâRisk Factors"
and in the Annual Report on Form 10-K of Marvel for the year ended
December 31, 2008, which was filed with the SEC on February 27, 2009,
under the heading "Item 1AâRisk Factors," and in subsequent reports on
Forms 10-Q and 8-K and other filings made with the SEC by each of
Marvel and Disney.
Important Merger Information and Additional Information:
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of any
vote or approval. In connection with the proposed transaction, Disney
and Marvel will file relevant materials with the SEC. Disney will file
a Registration Statement on Form S-4 that includes a proxy statement of
Marvel and which also constitutes a prospectus of Disney. Marvel will
mail the proxy statement/prospectus to its stockholders.Investors
are urged to read the proxy statement/prospectus regarding the proposed
transaction when it becomes available, because it will contain
important information.The proxy statement/prospectus and other
documents that will be filed by Disney and Marvel with the SEC will be
available free of charge at the SEC’s website, www.sec.gov, or by
directing a request when such a filing is made to The Walt Disney
Company, 500 South Buena Vista Street, Burbank, CA 91521-9722,
Attention: Shareholder Services or by directing a request when such a
filing is made to Marvel Entertainment, Inc., 417 Fifth Avenue New
York, NY 10016, Attention: Corporate Secretary.
Disney, Marvel, their respective directors and certain of their
executive officers may be considered participants in the solicitation
of proxies in connection with the proposed transaction. Information
about the directors and executive officers of Marvel is set forth in
its definitive proxy statement, which was filed with the SEC on March
24, 2009. Information about the directors and executive officers of
Disney is set forth in its definitive proxy statement, which was filed
with the SEC on January 16, 2009.Investors may obtain additional
information regarding the interests of such participants by reading the
proxy statement/prospectus Disney and Marvel will file with the SEC
when it becomes available.
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Posted originally: 2009-08-31 09:40:45