Building 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 Lynch.
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
51214527.
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 Comics).
Forward-Looking Statements:
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 integrated successfully;
- 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 1A—Risk 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 1A—Risk
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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