Breaking: Disney to Acquire Marvel Entertainment!

Posted by Neil Miller (neil@filmschoolrejects.com) on August 31, 2009

We kick our Monday news cycle off this week with some potentially magical, marvelous news that already has the internet calling for a Mickey Mouse version of Spider-Man. And here, I thought we already had that with Spider-Man 3. According to a press release from The Walt Disney Company (attached below), the Mouse-house is in the process of acquiring Marvel Entertainment, the parent company of Marvel Studios (Iron Man, The Incredible Hulk), for the price tag of $4 billion dollars.

This move will build on Disney’s “strategy of delivering quality branded content to people around the world,” which they’ve done with other entertainment brands such as Pixar. It’s second major film sector move in as many months, Disney will now be the proud owners (or distribution partner) of three of the most successful cinematic brands on the planet: Dreamworks Studios, Pixar Animation and Marvel Studios.

Of course, the only real film news here is going to be all speculative, as it’s impossible to say what level of control Daddy Disney will have with the Marvel brands, if any at all. As you might note, Marvel already has distribution deals elsewhere (Paramount) and there are other studios that have the film rights to other characters such as Spider-Man (Sony) and X-Men (Fox). So for film fans, this announcement shouldn’t mean much. That is, unless you’re a film fan who owns Marvel stock — then you might have just made yourself a shitload of money.

For the nitty-gritty details on the acquisition, have a look at the Disney press release below.

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 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.

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