- The Walt Disney Company ("Disney") announces the acquisition of 90% of
Kingdom Holding Company's ("Kingdom") interest in Euro Disney
S.C.A. ("Euro Disney"), representing 9% of Euro Disney's
outstanding shares.
- The proposed transaction will increase Disney's interest in Euro Disney to 85.7% from
76.7%.
- The price for the transaction is €2.00 per share and will
be paid in shares of Disney common stock.
- Disney also announces its
intention to make a cash tender offer for all remaining outstanding
shares of Euro Disney at a price of €2.00 per share, representing a
67% premium to Euro Disney's trading price at its close on
February 9, 2017.
- Subsequent to the completion of the tender offer,
Disney is committed to support a
recapitalization of up to €1.5 billion for the Euro Disney group of
companies ("Group") to address the Group's financial
needs.
PARIS, Feb. 10, 2017 /PRNewswire/ -- Today The Walt
Disney Company ("Disney")
announced that it will acquire through one of its subsidiaries 90%
of Kingdom Holding Company's ("Kingdom") shares in Euro Disney
S.C.A. ("Euro Disney") at a price of €2.00 per share, increasing
its interest in Euro Disney to 85.7%. Disney also announced that this subsidiary
intends to make a cash tender offer for all remaining outstanding
shares of Euro Disney at a price of €2.00 per share, representing a
67% premium to the trading price at the close on February 9, 2017. Moreover, Disney has informed Euro Disney that it is
committed to support a recapitalization of up to €1.5 billion for
the Euro Disney group of companies ("Group") to enable the Group to
continue implementation of improvements to Disneyland®
Paris, reduce debt and increase
liquidity.
As previously reported by Euro Disney, despite the
recapitalization announced in 2014 that enabled the Group to make
attraction and hotel improvements which have generated positive
guest feedback and set the stage for the Resort's 25th
Anniversary celebration this year, the Group's financial condition
has been significantly and negatively impacted by the November 2015 events in Paris and the challenging business conditions
that continued through 2016 in France and throughout Europe. The
comprehensive proposal announced by Disney affords maximum flexibility to
shareholders, addresses the Group's financial needs and reflects
its ongoing support for the long-term success of
Disneyland® Paris.
Euro Disney's Supervisory Board
has expressed its support of these developments, and its
interest in evaluating this proposal. The Board has asked its
audit committee, which is comprised solely of independent members,
to make a recommendation for the appointment of an independent
expert to deliver a fairness opinion in connection with the
proposed tender offer.
Transaction Details:
The acquisition of Euro Disney
shares will occur through an off-market block trade and is
scheduled to close on February 15,
2017. The purchase price of €2.00 per share will be paid in
shares of Disney common stock, based on Disney's closing price on the New York Stock
Exchange on February 14, 2017 and the
Euro-U.S. exchange rate published by the European Central Bank on
the same day. The seller will be Kingdom 5-KR-11, Ltd, a
subsidiary of Kingdom, and the purchaser will be EDL Holding
Company, LLC ("EDL"), a wholly-owned subsidiary of Disney through which Disney historically has held its interest in
Euro Disney. As a result of this transaction, Kingdom's
ownership interest in Euro Disney will decrease from 10.0% to
1.0%.
In connection with this transaction, EDL intends to make a
voluntary tender offer for all of the Euro Disney shares not
already owned by Disney
subsidiaries at a cash price of €2.00 per share. If EDL and
the other Disney subsidiaries
acting in concert with it collectively own at least 95% of Euro
Disney's common shares following completion of the voluntary tender
offer, EDL will promptly proceed with a mandatory buy out and
delisting of the Euro Disney shares from Euronext Paris. An
indicative timetable is attached to this press release.
Disney has also informed Euro
Disney that it is committed to support a recapitalization of up to
€1.5 billion as described below:
- If Euro Disney remains a listed company, Disney would expect the recapitalization to
take the form of a subscription by the applicable Disney subsidiaries of their pro-rata share of
a €1.23 billion rights offering by Euro Disney together with a
backstop of (and at the same price as) the rights offering by one
or more of such subsidiaries, ensuring that Euro Disney will be
able to raise the full amount contemplated by the rights offering,
combined with a direct €270 million cash investment in equity at
the level of Euro Disney Associés S.C.A., the main operating
subsidiary of Euro Disney, and contribution of the proceeds of the
rights offering by Euro Disney to Euro Disney Associés S.C.A. to
maintain the ownership level of Euro Disney Associés S.C.A. by Euro
Disney at its current 82%. Proceeds would be used to enable
the Group to continue implementation of improvements to Disneyland
Paris, repay most or all of the Group's indebtedness and increase
liquidity. The rights offering described above would be
subject to the prior approval of Euro Disney's shareholders at a
shareholders' meeting.
- If Euro Disney is delisted, Disney would expect the recapitalization to be
in the same amount and to also consist entirely of equity
contributions to the Group, but the allocation of such
contributions between Euro Disney and its subsidiaries could vary
compared to what is described above. The proceeds would be
used for the same purposes as described above.
The proposed tender offer will be subject to review and
clearance by the Autorité des marchés financiers of a Tender
Offer Prospectus (Note d'information). In addition,
any rights offering will be subject to review and clearance by the
Autorité des marchés financiers of an Offering Prospectus
(Note d'opération).
About The Walt Disney Company:
The Walt Disney
Company, together with its subsidiaries and affiliates, is a
leading diversified international entertainment and media
enterprise with the following business segments: media networks,
parks and resorts, studio entertainment, and consumer products and
interactive media. Disney is
a Dow 30 company and had annual revenues of $55.6 billion in its Fiscal Year 2016.
About Kingdom Holding Company
Founded in 1980,
Kingdom Holding Company is a publicly traded company, which was
listed on Tadawul (the Saudi Stock Exchange) in 2007. Kingdom
Holding Company is one of the world's most successful and
diversified business organizations, highly respected in the field
of investments and recognized as an elite player regionally and
internationally.
About Euro Disney S.C.A.
Euro Disney S.C.A. is the
holding company for Euro Disney Associés S.C.A., the primary
operating company of Disneyland® Paris. Disneyland Paris is comprised of
the Disneyland® Park, the Walt Disney Studios® Park,
seven themed hotels with approximately 5,800 rooms (excluding
approximately 2,700 additional third-party rooms located on the
site), two convention centers, the Disney
Village®, a dining, shopping and entertainment
center, and golf courses. Euro Disney S.C.A. is also
responsible for the development of the 2,230-hectare property
including and surrounding Disneyland Paris. Euro Disney S.C.A.'s
shares are listed and traded on Euronext Paris.
FORWARD-LOOKING STATEMENTS
This press release includes forward-looking statements,
including forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These
forward-looking statements include, but are not limited to,
statements regarding the proposed tender offer, all statements
regarding The Walt Disney Company's or EDL Holding Company, LLC's
expected future financial position, results of operations, cash
flows, dividends, financing plans, business strategy, budgets,
capital expenditures, competitive positions, growth opportunities,
plans and objectives of management, and statements containing the
words such as "anticipate," "approximate," "believe," "plan,"
"estimate," "expect," "project," "could," "would," "should,"
"will," "intend," "may," "potential," "upside," and other similar
expressions. Statements in this press release concerning the
business outlook or future economic performance, anticipated
profitability, revenues, expenses, dividends or other financial
items, and product or services line growth of The Walt Disney
Company or EDL Holding Company, LLC, together with other statements
that are not historical facts, are forward-looking statements that
are estimates reflecting the best judgment of The Walt Disney
Company or EDL Holding Company, LLC based upon currently available
information.
Such forward-looking statements are inherently uncertain, and
stockholders and other potential investors must recognize that
actual results may differ materially from The Walt Disney Company's
or EDL Holding Company, LLC's expectations as a result of a variety
of factors. Such forward-looking statements are based upon
management's current expectations and are subject to a significant
business, economic and competitive risks, uncertainties and
contingencies, many of which are unknown and many of which The Walt
Disney Company or EDL Holding Company, LLC is unable to predict or
control. Such factors may cause The Walt Disney Company's or EDL
Holding Company, LLC's actual results, performance or plans to
differ materially from any future results, performance or plans
expressed or implied by such forward-looking statements. These
risks and uncertainties include, but are not limited to, the risk
factors discussed or identified in public filings that have been,
or will be, made by The Walt Disney Company (or EDL Holding
Company, LLC as the case may be) with the French Autorité des
marchés financiers (the "AMF") and/or the United States
Securities and Exchange Commission (the "SEC") from time to time.
The Walt Disney Company and EDL Holding Company, LLC caution
investors that any forward-looking statements made by The Walt
Disney Company or EDL Holding Company, LLC are not guarantees of
future performance. The Walt Disney Company and EDL Holding
Company, LLC disclaim any obligation to update any such factors or
to announce publicly the results of any revisions to any of the
forward-looking statements to reflect future events or
developments.
OTHER IMPORTANT INFORMATION
The documentation relating to the proposed tender offer - if
filed - will include the terms and conditions of the tender offer,
which will be submitted to the Autorité des marchés
financiers. It is strongly recommended that investors and
shareholders located in France
read, when available, the documentation relating to the tender
offer, as well as any amendments to those documents, as they will
contain important information about The Walt Disney Company, EDL
Holding Company, LLC, Euro Disney S.C.A. and the proposed
transaction.
This press release must not be published, broadcast or
distributed, directly or indirectly, in any country in which the
distribution of this information is subject to legal restrictions.
The tender offer will not be open to the public in any jurisdiction
other than France in which its
launch is subject to legal restrictions.
The release, publication or distribution of this press release
in certain countries may be subject to legal or regulatory
restrictions. Therefore, persons located in countries where this
press release is released, published or distributed must inform
themselves about such restrictions and comply with them. The Walt
Disney Company, EDL Holding Company, LLC and Euro Disney S.C.A.
disclaim any responsibility for any violation of such
restrictions.
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Tender Offer –
Indicative Timetable
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February 10,
2017
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Press release
announcing the intention of EDL Holding Company, LLC (the "Bidder")
to make a tender offer at €2.00 per Euro Disney share.
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March 29,
2017
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Filing with the AMF
of the Bidder's draft offer document.
Public posting of the
Bidder's draft offer document on the AMF's website
(www.amf-france.org) and on the website of Euro Disney (the
"Company") (http://corporate.disneylandparis.com).
Publication by the
Company of a press release containing the main terms of the draft
Offer on its website.
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Filing with the AMF
of the Company's draft Response Document.
Public posting of the
Company's draft Response Document on the AMF's website
(www.amf-france.org) and on the Company's website
(http://corporate.disneylandparis.com).
Publication by the
Company of a press release containing the main terms of its draft
Response Document.
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April 19,
2017
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AMF's clearance
decision of the Offer, which will indicate the visa number of (i)
the Offer Document and (ii) the Response Document.
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Posting on the AMF's
and the Company's websites of (i) the Bidder's Offer Document, (ii)
the Company's Response Document, (iii) the "Other Information"
document, containing legal, accounting and financial information
regarding the Bidder and (iv) the "Other Information" document,
containing legal, accounting and financial information regarding
the Company.
Publication by the
Company of a press release informing the public of the availability
of (i) the Bidder's Offer Document, (ii) the Company's Response
Document, (iii) the "Other Information" document, containing legal,
accounting and financial characteristics of the Bidders and (iv)
the "Other Information" document, containing legal, accounting and
financial characteristics of the Company.
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April 21,
2017
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Opening of the
Offer.
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May 19,
2017
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Last day on which the
Offer is open.
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June 1,
2017
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Publication of a
notice announcing the final results of the Offer by the
AMF.
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June 5,
2017
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Settlement and
delivery of the Offer.
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Starting on June 12,
2017
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If applicable,
mandatory buy-out and Delisting.
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