Disney announced today that it is in the process of buying Marvel Entertainment for $4 billion dollars in cash and stock. This acquisition will include ownership over Marvel’s thousands of characters as well as Marvel Studios, which is responsible for film franchises such as Iron Man, The Avengers, Thor, and Captain America.
The official press release can be found at DisneyABCtv.com (“DISNEY TO ACQUIRE MARVEL ENTERTAINMENT“), with an excerpt below:
PRESS RELEASE – DISNEYABCTV – DISNEY TO ACQUIRE MARVEL ENTERTAINMENT
FOR IMMEDIATE RELEASE
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.
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).
Per an article published by WIRED today (see Disney to Buy Marvel in $4 Billion Deal):
The deal includes Marvel Studios, the comic book giant’s increasingly successful movie production arm. After a decade of producing movies in partnership with other studios, Marvel Studios released its first independently produced film last year: Iron Man starred Robert Downey Jr. as billionaire weapons dealer Tony Stark, who creates an weaponized suit of armor that makes him a one-man army.
The movie, which raised the bar for films based on Marvel’s comic book properties, launched Hollywood’s blockbuster superhero summer of 2008. Marvel Studios is currently working on a sequel, Iron Man 2, which the company showed off at this year’s Comic-Con International in San Diego. Other Marvel Studios pictures in development include Thor and The First Avenger: Captain America, both slated for release in 2011, and The Avengers, due in 2012.
It will be interesting to see what impact this has, if any, on the award of contracts for the auction of original assets from the Marvel Studios film franchises following the acquisition.
Currently, PropWorx claims to represent Marvel Studios for this business, though the Hulk and Iron Man auctions were delayed until 2010.
However, last month Profiles in History announced their management of the original assets from Disney-owned ABC’s LOST television program (see Profiles in History Announces “LOST” Auction; Sale of Original Props & Costumes from the ABC Television Series and San Diego Comic Con 2009: Video Interview with Joe Maddalena, Profiles in History (ABC’s “LOST” Auction) for more details).
Alec Peters shared his news and insights with regards to the LOST auctions and his own future Marvel Studios business in my Comic Con video interview (see San Diego Comic Con 2009: Video Interview with Alec Peters, PropWorx for full interview series).
Jason DeBord