August 31 2009

Walt Disney Buys Marvel For $4 Billion In Stock And Cash

disney marvelThe Walt Disney Company has agreed to purchase Marvel Entertainment for $4 billion in cash and stock.

Wow… just… wow.  This is huge news in the entertainment industry, and just business in general.  Here is the official announcement:

August 31, 2009

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.

This just blows me away as someone who has been in and around the comic book industry for decades now. I remember when Marvel was trading below a dollar a share and it looked like the company was going to completely collapse. If anyone had ever told me this was coming, I would have laughed my behind off.  (If I also had bought shares like I considered at one point, I would be dancing a jig right now…)

Marvel was truly on its last legs there for a while, and then thanks to some new owners coming in, the company turned around and started to grow like crazy.  The core business is no longer the comic books, but that is still the base upon how all of the other properties grow.  It is no exageration that Marvel has a stable of 5,000 characters, and what Disney can do with them could be massive.  You thought the Marvel movies were doing well before?  Just wait until you see what happens with them now that the Disney marketing machine will be behind them.

After the initial dust settles here, it will be interesting to see how things shake out.

This is absolutely huge, and honestly somewhat difficult to wrap your brain around.  The deal prett much came out of nowhere, and everyone seems to be going “wha…?”  The concept of Disney owning characters like Wolverine and the Punisher IS highly amusing though…

I am sure this won’t be the last post you see on this.

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