Disney To Buy Marvel Entertainment!
The Magic Kingdom is set to acquire a few more subjects, about 5,000 more from the world of Marvel. According to a press release from The Walt Disney Company, the Mickey-Mouse house is in the process of purchasing Marvel Entertainment, the parent-company of Marvel Studios, for the price of $4 billion dollars.
In an acquisition move that marks the second largest in Disney history, in exchange for $4 billion of cash and stock which values each share of Marvel at $50, Disney will own Marvel Entertainment along with 5,000 of Marvel's characters including Spider-Man, Captain America, The Fantastic Four, The Incredible Hulk and Iron Man. The largest purchase in its history occurred when Disney purchased Pixar for $7 billion, which means that after paying out over $10 billion, The Walt Disney Company will own three of the most successful movie making brand names: Dreamworks Studios, Pixar Animation and now Marvel Studios.
Robert Iger, president and CEO of Disney had this to say about the merger: “We believe that adding Marvel to Disney’s unique portfolio of brands provides significant opportunities for long-term growth and value creation,”
The exact details of the press release are below.
Building on its strategy of delivering quality branded content to people around the world, The Walt Disney Company 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.
Of course the heavy speculation is on how much control of the properties Disney will exercise and how much "Disneyfication" Marvel characters can expect. For now we'll have to wait and see how Ike Perlmutter, Marvel CEO who is charged with picking who, when and where they'll show up within Disney's expansive empire, does with his choices.
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