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  1. #1
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    Default Disney to acquire Marvel for $4 billion

    From Yahoo:

    Disney to acquire Marvel for $4 billion
    LOS ANGELES (AP) -- The Walt Disney Co. says it is acquiring Marvel Entertainment Inc. for $4 billion in cash and stock, bringing characters like Iron Man and Spider-Man into the Disney family.
    Under the deal, Disney will acquire ownership of 5,000 Marvel characters.
    Disney said Monday that Marvel shareholders will receive $30 per share in cash plus 0.745 Disney shares for every Marvel share they own.
    It said the boards of Disney and Marvel have both approved the transaction, but it requires an antitrust review and the approval of Marvel shareholders.
    Now, that means they will own Spiderman, X-men, and all the other characters in Marvel Super Hero Island in Islands of Adventure in Universal. Could we be seeing the end of the once might Spiderman ride?
    Let's stop defending mediocrity out of Disney and hold Disney to the higher standard they set up themselves.

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    WOW!!! What a blow to the Universal parks!

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    This is very interesting. My personal thoughts are that this has less to do with sticking it to Universal than it does with having access to blockbuster movies. Over the last 10 years, Marvel has made a killing at the box office with the likes of X-men, the Hulk, Iron Man, Batman, etc...

    And now Disney will own all those movie rights and be able to re-package them and take advantage of all the new movies. Marvel also bought DC comics a few years back and now owns Batman and Superman. Whoa..... how's that for cornering a market. I could see a Tron comic book.....
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    From CNN.com

    Disney to buy Marvel for $4 billion

    Walt Disney Co. will purchase the comic book company behind X-Men and Spider-Man, pending shareholder approval.

    By David Goldman, CNNMoney.com staff writer
    Last Updated: August 31, 2009: 9:51 AM ET

    NEW YORK (CNNMoney.com) -- The Walt Disney Co. announced Monday that it has agreed to purchase comic book and action hero company Marvel Entertainment for about $4 billion.

    If Marvel shareholders approve the deal, they would receive $30 per share in cash and 0.745 shares of Disney for each share of Marvel that they hold.

    "We believe that adding Marvel to Disney's unique portfolio of brands provides significant opportunities for long-term growth and value creation," said Disney Chief Executive Robert Iger, in a statement.

    Marvel has launched a large number of action-hero movies over the past decade, including last summer's Iron Man blockbuster, which was fully financed by by the comic book company. Marvel also holds the rights to popular action hero characters like Spider-Man, the X-Men, the Fantastic Four and Thor.

    "Disney is the perfect home for Marvel's fantastic library of characters given its proven ability to expand content creation and licensing businesses," said Marvel Chief Executive Ike Perlmutter. "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."

    Shares of Marvel (MVL) soared 27% in morning trading. Shares of Disney (DIS, Fortune 500) were flat.

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    Is this Disney's answer to Harry Potter perhaps?
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    Quote Originally Posted by mjstaceyuofm View Post
    Marvel also bought DC comics a few years back and now owns Batman and Superman. Whoa..... how's that for cornering a market. I could see a Tron comic book.....
    I got this from the DC Comics website:

    DC Comics is a division of Time Warner, the largest entertainment company in the world.

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    Quote Originally Posted by mjstaceyuofm View Post
    This is very interesting. My personal thoughts are that this has less to do with sticking it to Universal than it does with having access to blockbuster movies. Over the last 10 years, Marvel has made a killing at the box office with the likes of X-men, the Hulk, Iron Man, Batman, etc...

    And now Disney will own all those movie rights and be able to re-package them and take advantage of all the new movies. Marvel also bought DC comics a few years back and now owns Batman and Superman. Whoa..... how's that for cornering a market. I could see a Tron comic book.....
    When did Marvel buy DC Comics? Their movies are in direct competition with each other. And there are no old news stories anywhere that states Marvel bought DC. Can you send a link that shows that please?
    Let's stop defending mediocrity out of Disney and hold Disney to the higher standard they set up themselves.

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    Quote Originally Posted by Tekneek View Post
    I got this from the DC Comics website:

    DC Comics is a division of Time Warner, the largest entertainment company in the world.
    Yes, this. Marvel does not, in any way, shape or form, own DC Comics.
    Let's stop defending mediocrity out of Disney and hold Disney to the higher standard they set up themselves.

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    My first thought went to US, actually. Something tells me Disney isn't going to allow the use of those characters anymore in their competitor's parks.
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    So the real question here is why?....

    "We believe that adding Marvel to Disney's unique portfolio of brands provides significant opportunities for long-term growth and value creation," said Disney Chief Executive Robert Iger, in a statement.

    I think the preceding statement illustrates that at least one member of Disney’s upper management doesn’t have a clue why they are doing this.

    I can think of many things (without thinking too hard) that Disney could do with four billion dollars to enhance their own unique portfolio of brands for long term growth and value creation (whatever that means)..........
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    Hmmm, this is interesting...what will Disney do with all those character rights? Maybe they will buy out Universal and make them part of the "world"
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    Why make Universal stop using Marvel, when you can have them paying you for rights instead? With Disney so much further ahead in admissions to their parks, turning Universal into a customer is a better idea than driving them to someone else.

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    Personally, I hope we do see any of the Marvel characters in Disney. I don't even think another "world" would fit. It just seems so wrong. If it is all strategy, I guess it is ok, but keep it out of our parks. I do agree with a previous poster, there are lots of other things Disney could have spent $4B on. Just my 2 cents.
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    Here's the press release:

    DISNEY TO ACQUIRE MARVEL ENTERTAINMENT

    The Walt Disney Company Press Release
    August 31, 2009


    Worldwide leader in family entertainment agrees to acquire 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, —Building on its strategy of delivering quality branded content to people around the world, The Walt Disney Company has agreed to acquire Marvel Entertainment, Inc. 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/inves...entations.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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    Quote Originally Posted by Tekneek View Post
    Why make Universal stop using Marvel, when you can have them paying you for rights instead? With Disney so much further ahead in admissions to their parks, turning Universal into a customer is a better idea than driving them to someone else.
    This is an option. Considering it's technically what they already do with Tokyo Disney Resort. The difference there is that it's Disney's own intellectual property being licensed, along with a few they've acquired over time such as Indiana Jones and Star Wars. However, these licenses weren't already in existence at another park prior to Disney's acquisition of them. I would bet Disney would allow Universal to keep them for a hefty fee, whether or not Universal is willing to be indebted to Disney, however, is another story.
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    Quote Originally Posted by GothMickey View Post
    Yes, this. Marvel does not, in any way, shape or form, own DC Comics.
    Yup - my bad.... I knew they (DC) were purchased by someone and I thought it was Marvel. I just jumped the gun. Sorry about that.

    correction on myself yet again: OK, so I'm not a comic book fan and I completely botched this one. DC has always been Warner Bros company (later merged to Time/Warner). What I was referring to was all the speculation (whether real or rumor) that when DC was going to kill off superman (I can't even remember if they did this or not) that Marvel wanted to buy the rights to Superman.

    Again - my apologies. I'm just not a comic nerd....

    Regardless, my take on this is that if you like Marvel comics, you're probably bummed.
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    wow...let the new kingdom/park rumors begin...how about a wolverine ride in the beastly kingdom.
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    Personally, I never much cared for Marvel characters when I was growing up. They always seemed too "dark."

    To me, Marvel is to DC as your typical traveling carnival is to Walt's Disneyland.

    I enjoy a spin on Spiderman or Hulk at IOA as much as the next guy ... but I, too, hope the characters do not become common in Disney parks.
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    When my husband showed the article to me, I first thought it had to be a joke. I too would not want a Marvel presence in the Disney parks even though I enjoy some of those characters, it would be too bizarre.

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    I really think this deal may have a hard time passing through antitrust regulators. It makes Disney's control almost too big, at least IMHO.
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