ByBurbank, CA and New York, NY, August 31, 2009 -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.
