MUMBAI: In what can be touted as one of the biggest acquistions in recent times in the media and entertainment sector, The Walt Disney Company has said that it will acquire Marvel Entertainment in a deal valued at $4 billion.
Under the terms of the agreement and based on the closing price of Disney on 28 Augus, 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 28 August, 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. 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," said The Walt Disney Company CEO and president Robert A. Iger.
"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. 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," said Marvel CEO Ike Perlmutter.
Under the deal, Disney will acquire ownership of Marvel including its more than 5,000 Marvel characters. 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.
