"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 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.
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 Iron Man 2, Thor, The First Avenger: Captain America and The Avengers 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.' It was actually stated that the deal still included five films, so that is one more film after The Avengers."
OH. MY. GOSH.
Continuing information from FilmSchoolRejects:
"As you probably know by now, the big entertainment news of the day is The Walt Disney Company buying Marvel Entertainment. Shortly after the $4 billion dollar deal was announced, a shareholder conference call was held to explain some of the details. If you didn’t have a chance to sit through the call yourself, don’t worry, as we’ve got you covered. Below you will find our quick guide to what is going on — based on the information we have in front of us.
1. Disney has an 'If it ain’t broke…' viewpoint toward Marvel Studios. Walt Disney President Bob Iger said specifically that Disney will have an 'if it ain’t broke…' attitude when it comes to the future of Marvel films. All of the creative control — including use of 3D, which characters will get movies, etc — will remain in the hands of the people who know the Marvel Universe best: the people at Marvel. Sure, this might change down the road, but the initial sentiment is that Disney does not intend to come in and take control of Marvel’s creative world.
2. All previous deals are still in place. Paramount is still going to distribute up to five more Marvel Studios films, including Thor, The First Avenger: Captain America, Iron Man 2 and The Avengers. The also could still distribute an Ant-Man movie. As well, there are still existing deals in which other studios hold the cinematic rights to certain characters. Those are not changing. So Spider-Man is staying at Sony, X-Men is staying with Fox, and so on. Disney intends to bring those characters back in-house at some point, but there’s no indication that it will be happening anytime soon.
3. John Lasseter has met with Marvel about a Pixar team-up. Executives stated that not only has John Lasseter, the man behind Pixar and now Disney Animation, already met with the folks at Marvel, but that they were also so excited that they had to be told to calm down. The meaning here is simple: something is brewing between Marvel and Pixar, and there’s no way that can be a bad thing.
4. Disney is a brand machine. From a film marketing standpoint — and for that matter, a brand marketing standpoint — Disney is a powerhouse. Pirates of the Caribbean, the films of Pixar and all the way down to television with shows such as 'Lost' via their ownership of ABC, Disney knows how to sell a brand. And selling the Marvel brand means more Marvel fans, more recognition in the mainstream and for those of us keeping score, more money down the road to make Marvel movies.
5. Disney backing means Marvel budgets. Disney is a smart company. During the conference call they said, in effect, that their goal is to shine a brighter light on Marvel. Which likely means marketing dollars, added funding for development and (hopefully) increased marketshare. With big Daddy Disney backing them up financially, Marvel will be able to operate at a higher level. Assuming creative control stays the same (which appears to be the case), Marvel fans can only count on more of what they love from their favorite brand.
6. A lot of details are yet to be hashed out. One very important thing to keep in mind is that there will be a great gestation period here. Marvel Entertainment has a lot of existing deals — theme parks, movie distribution, etc. — and all of those contract will be honored by Disney. It will take them a long time to reign in the Marvel Universe and obtain full creative control.
As you can see, there are good intentions all around — Disney doesn’t want to screw up their $4 billion dollar purchase, so its likely that they will let the highly profitable Marvel Studios do their thing. The questions don’t arise until far down the line, when Disney begins to take back the rights to Marvel characters. How will they handle these franchises? How many movies will they release per year? All of these questions are yet to be answered, and may not be answered for a long time. At this point, all we can say is that this deal appears to be a good one for Marvel.
Update: Paramount Pictures had the following to say via press release today:
'Paramount Pictures has enjoyed a productive and fruitful relationship with Marvel Studios from the start of our distribution agreement in 2005,' the statement began. “So much so, we announced a five-picture slate distribution deal last year which includes worldwide distribution rights for upcoming films: Iron Man 2, Thor, The First Avenger: Captain America, Avengers, and Iron Man 3. This distribution deal will be unaffected by today’s transaction. We look forward to continuing to work with Marvel and, with today’s announcement, to working with Disney to replicate the incredible success of Iron Man on all our future collaborative projects.'
Looks like all is well in the love triangle of Marvel/Paramount/Disney. All three have nothing to lose and everything to gain by seeing Marvel’s movies churn out a profit, so I would suspect that they will all play nice until the contract is up."
FURTHER continuing information from Jim Hill Media:
"Mickey, meet Spidey. Spidey, Mickey. In a deal that (I’m sure) the Disneyana community will have trouble wrapping its head around, The Walt Disney Company announced plans today to acquire Marvel Entertainment, Inc. in a stock and cash transaction worth an estimated $4 billion.
As to what actually drove the Mouse to pursue Marvel & its library of over 5,000 characters … As Disney CEO Bob Iger explained in an investor’s conference call earlier this morning, this wasn’t a deal that either company really had to make. But from a creativity, technology and global reach point of view, Marvel & its stable of superheroes had a gain by joining forces with the Magic Kingdom.
Mind you, a lot of folks are now trying to draw parallels between The Walt Disney Company’s acquisition of Pixar Animation Studios back in 2006 and today’s deal with Marvel Entertainment, Inc. Though – to be honest – a more apt comparison would probably be Mickey purchasing the Muppets & the 'Bear in the Big Blue House' characters back in February of 2004.
You see, back when Disney hammered out that deal with The Jim Henson Company, they had to agree to honor all of Henson’s pre-existing licensing deals, film production & TV distribution agreements. Waiting – in a lot of cases – for years ‘til those rights ultimately reverted back to The Walt Disney Company’s control.
Only in the past year has the Mouse really had been in a position to start taking full advantage of Fozzie Bear & friends. Which is why you’ve only recently begun to see the Muppets enjoy a more elevated status within Disney’s world. With those characters now starring in the Disneyland Resort’s upcoming promotional campaign, and a new Halloween TV special as well as a Muppet theatrical release being in the works for 2010.
Such is the case with Marvel Entertainment, Inc. as well. Given that Marvel Studios already has deals in place with Sony (for Spider-Man), Paramount (for Iron Man), Fox (for the X-Men) and Universal (for The Incredible Hulk), it’s going to be the better part of a decade (if not longer) before The Walt Disney Company finally reclaims the film rights for most of these franchises.
Likewise when you factor the theme parks rights for many of these properties have already been farmed out (EX: The deal that Universal Studios has in place for use of these characters in the Marvel Super Hero Island section of its Islands of Adventure theme park. Not to mention that 'Amazing Adventures of Spider-Man' attraction that’s been wowing guests for years at IOA as well as at Universal Studios Japan) … Disney really has to be in this for the long haul in order to get maximum value out of this $4 billion acquisition.
But that’s exactly what The Walt Disney Company seems to be willing to do here. Take the long view. They’ve already seen the positive impact that running 20 hours of programming featuring the Marvel characters has had on the ratings over at Disney XD. And over the next 10 years or so, they hope to leverage Marvel Entertainment, Inc. stable of superheroes in ways that will make the Mouse far more competitive in the fields of video gaming, MMORPGs as well as with emerging technologies.
Getting back to the Pixar acquisition now … One important thing that Disney took away from its $7 billion deal to acquire Pixar is how important is not to meddle. To let an already-successful company keep its pre-existing corporate ure. And that’s just what the Mouse allegedly intends on doing with the Marvel Entertainment, Inc. acquisition deal. They’re just going to let Marvel be Marvel. More importantly, stay Marvel.
But – that said – Disney officials are planning on still using their Company’s global reach as well as their pre-existing relations with retail giants to super-charge Marvel’s earnings potential. I mean, this is Mickey that we're talking about here.
Speaking of potential … As part of today’s investors teleconference, Iger did mention that John Lasseter – prior to Disney formalizing this acquisition deal – sat down with the creative team at Marvel. And as John brought up the idea of Pixar making movies that featured the Marvel characters and the folks at Marvel brought up the idea of producing comic books that featured the Pixar characters, it was up to the Disney attorney in the room to put the brakes on. In essence say 'Slow down. We haven’t actually made this deal yet.'
Well, as of this morning, there is a deal in place for The Walt Disney Company to acquire Marvel Entertainment, Inc. And provided that Marvel shareholders do approve this deal (which would involve them receiving $30 in cash plus approximately 0.745 Disney shares for every Marvel share that they own), things could all be wrapped up before the holidays. Which makes for one [heck] of a present for all us pop ure fans out there.
I mean, imagine that: Donald Duck and Howard the Duck will soon be part of the same corporate family. Who’d have thunk it?"