A huge announcement this morning – Disney is going to acquire Marvel Entertainment for $4 billion!
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 Marvels strong global brand and world-renowned library of characters including Iron Man, Spider-Man, X-Men, Captain America, Fantastic Four and Thor with Disneys 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 Disneys unique portfolio of brands provides significant opportunities for long-term growth and value creation, Iger said.
Disney is the perfect home for Marvels fantastic library of characters given its proven ability to expand content creation and licensing businesses, said Ike Perlmutter, Marvels Chief Executive Officer. This is an unparalleled opportunity for Marvel to build upon its vibrant brand and character properties by accessing Disneys 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 Disneys global lines of business to build and further integrate Marvels 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.
UPDATE #1: In a conference call, the companies said that the deals for movies for characters at other studios (Spider-Man, X-Men, etc.) will stay in place under the terms set by Marvel and the other studios.
UPDATE #2: John Lasseter met with Marvel last week about a possible team-up between Marvel and Pixar and got “pretty excited, pretty fast.” They say there’s definitely an opportunity there.
UPDATE #3: The deal with Paramount Pictures to distribute five films–“Iron Man 2,” “Thor,” “Captain America,” “The Avengers” and “Iron Man 3”–stays in place as well, but Disney would like to self-distribute down the line. “When the time comes we’ll take a closer look at it.”