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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
An investor conference call will take place at approximately 10:15 a.m. EDT /
7:15 a.m. PDT August 31, 2009. Details for the call are listed in the release.
BURBANK, Calif. & NEW YORK--(Business Wire)--
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.htmlor 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.
The Walt Disney Company
Zenia Mucha
Corporate Communications
818-560-5300
or
Jonathan Friedland
Corporate Communications
818-560-8306
or
Lowell Singer
Investor Relations
818-560-6601
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发表于 2009-8-31 23:38
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