Worldwide leader in family entertainment agrees to acquire Marvel and its portfolio of over 5,000 characters. Acquisition highlights Disney's strategic focus on qualitybranded content, technological innovation and international expansionto build long-term shareholder value.
Burbank, CA and New York, NY, August 31, 2009 —Building on itsstrategy of delivering quality branded content to people around theworld, The Walt Disney Company (NYSE:DIS) has agreed to acquire MarvelEntertainment, Inc. (NYSE:MVL) in a stock and cash transaction, thecompanies announced today.Under the terms of the agreement and based on the closing price ofDisney on August 28, 2009, Marvel shareholders would receive a total of$30 per share in cash plus approximately 0.745 Disney shares for eachMarvel share they own. At closing, the amount of cash and stock will beadjusted if necessary so that the total value of the Disney stockissued as merger consideration based on its trading value at that timeis not less than 40% of the total merger consideration.
Based on the closing price of Disney stock on Friday, August 28, thetransaction 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
withDisney's creative skills, unparalleled global portfolio ofentertainment properties, and a business structure that maximizes thevalue of creative properties across multiple platforms andterritories," said Robert A. Iger, President and Chief ExecutiveOfficer of The Walt Disney Company. "Ike Perlmutter and his team havedone an impressive job of nurturing these properties and have createdsignificant value. We are pleased to bring this talent and these greatassets to Disney."
"We believe that adding Marvel to Disney's unique portfolio ofbrands provides significant opportunities for long-term growth andvalue creation," Iger said.
"Disney is the perfect home for Marvel's fantastic library ofcharacters given its proven ability to expand content creation andlicensing businesses," said Ike Perlmutter, Marvel's Chief ExecutiveOfficer. "This is an unparalleled opportunity for Marvel to build uponits vibrant brand and character properties by accessing Disney'stremendous global organization and infrastructure around the world."
Under the deal, Disney will acquire ownership of Marvel includingits more than 5,000 Marvel characters. Mr. Perlmutter will oversee theMarvel properties, and will work directly with Disney's global lines ofbusiness to build and further integrate Marvel's properties.
The Boards of Directors of Disney and Marvel have each approved thetransaction, which is subject to clearance under the Hart-Scott-RodinoAntitrust Improvements Act, certain non-United States merger controlregulations, effectiveness of a registration statement with respect toDisney shares issued in the transaction and other customary closingconditions. The agreement will require the approval of Marvelshareholders. Marvel was advised on the transaction by BofA MerrillLynch.
Investor Conference Call:
An investor conference call will take place at approximately 10:15a.m. EDT / 7:15 a.m. PDT today, August 31, 2009. To listen to theWebcast, turn your browser to http://corporate.disney.go.com/investors/presentations.html
or dial in domestically at 800-260-8140 or internationally at617-614-3672. For both dial-in numbers, the participant pass code is51214527.
The discussion will be available via replay on the Disney investorswebsite 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 andaffiliates, is a leading diversified international family entertainmentand media enterprise with five business segments: media networks, parksand resorts, studio entertainment, interactive media and consumerproducts. Disney is a Dow 30 company with revenues of nearly $38billion in its most recent fiscal year.About Marvel Entertainment, Inc.
Marvel Entertainment, Inc. is one of the world's most prominentcharacter-based entertainment companies, built on a library of over5,000 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 MarvelComics).Forward-Looking Statements:
Certain statements in this communication may constitute"forward-looking statements" within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Such statements relate to avariety of matters, including but not limited to: the operations of thebusinesses of Disney and Marvel separately and as a combined entity;the timing and consummation of the proposed merger transaction; theexpected benefits of the integration of the two companies; the combinedcompany's plans, objectives, expectations and intentions and otherstatements that are not historical fact. These statements are made onthe basis of the current beliefs, expectations and assumptions of themanagement of Disney and Marvel regarding future events and are subjectto significant risks and uncertainty. Investors are cautioned not toplace undue reliance on any such forward-looking statements, whichspeak only as of the date they are made. Neither Disney nor Marvelundertakes any obligation to update or revise these statements, whetheras a result of new information, future events or otherwise.
Actual results may differ materially from those expressed orimplied. 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 fromthose described in the forward-looking statements are set forth in theAnnual 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 endedDecember 31, 2008, which was filed with the SEC on February 27, 2009,under the heading "Item 1A—Risk Factors," and in subsequent reports onForms 10-Q and 8-K and other filings made with the SEC by each ofMarvel and Disney.Important Merger Information and Additional Information:
This communication does not constitute an offer to sell or thesolicitation of an offer to buy any securities or a solicitation of anyvote or approval. In connection with the proposed transaction, Disneyand Marvel will file relevant materials with the SEC. Disney will filea Registration Statement on Form S-4 that includes a proxy statement ofMarvel and which also constitutes a prospectus of Disney. Marvel willmail the proxy statement/prospectus to its stockholders.Investorsare urged to read the proxy statement/prospectus regarding the proposedtransaction when it becomes available, because it will containimportant information.
The proxy statement/prospectus and otherdocuments that will be filed by Disney and Marvel with the SEC will beavailable free of charge at the SEC's website, www.sec.gov, or bydirecting a request when such a filing is made to The Walt DisneyCompany, 500 South Buena Vista Street, Burbank, CA 91521-9722,Attention: Shareholder Services or by directing a request when such afiling is made to Marvel Entertainment, Inc., 417 Fifth Avenue NewYork, NY 10016, Attention: Corporate Secretary.
Disney, Marvel, their respective directors and certain of theirexecutive officers may be considered participants in the solicitationof proxies in connection with the proposed transaction. Informationabout the directors and executive officers of Marvel is set forth inits definitive proxy statement, which was filed with the SEC on March24, 2009. Information about the directors and executive officers ofDisney is set forth in its definitive proxy statement, which was filedwith the SEC on January 16, 2009.
Investors may obtain additionalinformation regarding the interests of such participants by reading theproxy statement/prospectus Disney and Marvel will file with the SECwhen it becomes available.
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