The possibilities for future television show crossovers are endless...
via Disney press release:
DISNEY TO ACQUIRE MARVEL ENTERTAINMENT
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, 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.
I assume this means all those marvel cartoons will end up on Disney channel after they end thier runs.(kids tv shows don’t last that long anyways) and end up giving Disney channel a powerful tool over nick and CN to get boys to watch the network(spidey will always be popular).
Will we finally see an A-list super-hero end up on a major network? A big budget live action spider-man could be a monstrous hit for ABC, and without licensing costs, it just got a lot more realistic.
ABC family would be a suitable home for a smallville like superhero offering.
I don’t see ESPN taking advantage of the merger.
Of course this is really a movie studio based decision seeing as how marvel studios proved they could make spider-man sized hits with lesser characters(iron man) and Disney was falling behind in the comic book movie tentpole category. Sony has spiderman, WB has Batman, and Fox has X-men. Now Disney has Iron Man and the Hulk.
Wow, so what kind of agreement does Universal have for their big rides in Orlando..Spider-Man, the Hulkcoaster…
I wouldn’t rule out ESPN completely. I’m thinking of how seamlessly FOX has integrated product placement/promotion for The Transformers into its NFL broadcasts…
Now all Fox has to do is Transform in to a respectable network.
Disney buying Marvel is probably the same as Disney buying Pixar where it will remain a separate company but TV shows and films are already set up at other studios with Iron Man, Thor, Captain America and The Avengers at Paramount, Spider-Man, Ghost Rider at Sony Pictures, Hulk at Universal and X-Men, Daredevil and Fantastic Four at Fox so Disney will have to wait until those contracts expire.
$4bn sounds a lot but it will pay off eventually through merchandising, future films, TV shows etc it will be similar to how Warner Bros owns DC Comics
I think this will pan out for both companies. I bet Pixar is already planning to do an animated movie featuring with a Marvel character, which would be pretty cool.
jon, marvel produces iron man, the hulk, thor, captain america, and the avengers. So those are Disney properties now. Paramount only distributes. I’d be surprised if paramount distributes anything past iron man 2.
I doubt this effects universal’s rides. I’m sure they just license the character rights from marvel and now they’ll just be paying Disney instead.
Dave-
Here’s a statement from Nikki Finke from Paramount: “Paramount Pictures has enjoyed a productive and fruitful relationship with Marvel Studios from the start of our distribution agreement in 2005. So much so, we announced a five-picture slate distribution deal last year which includes worldwide distribution rights for upcoming films: Iron Man 2, Thor, Captain America, Avengers, and Iron Man 3. This distribution deal will be unaffected by today’s transaction. We look forward to continuing to work with Marvel and, with today’s announcement, to working with Disney to replicate the incredible success of Iron Man on all our future collaborative projects.”
What I’m worried about is how long will it take for them to through Miley Cyrus in a Marvel movie?
Read an article that speculated that while Marvel may now get bigger budgets for its movies, it also may be subject to Disney’s control of content, resulting in less edgy versions of Marvel’s movies. Disney is not known to be fond of any sort of controversy that might slop over onto “The Mouse”.
Of course, a deleted scene from the first Iron Man had Tony Stark picking up three girls at a party, taking them back to a room, then disappearing to do his Central Asian attack thing after telling them “start without me”. I wouldn’t expect to see that scene in a Disney version, either.
Gwyneth Paltrow’s skirts might be a bit longer, too. Which would be a real shame.
We’ll see.
the comic book i made can finally come true
its called “Spider man and Mickey (or Mickey and spiderman, i haven’t decided yet): the best of both worlds: the goblin has miney and spiderman and mickey team up the find her and defeat the goblin and do other stuff. VOL. 1 of the 13 part story”
i had to sing the song to remember how to spell mickeys name