Disney - Marvel deal details

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Walt Disney Co. (NYSE: DIS) signed an agreement to acquire Marvel Entertainment, Inc. (NYSE: MVL) for $3.9 billion in cash and stock on August 31, 2009. Marvel shareholders would receive a total of $30 per share in cash plus approximately 0.7452 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. Ike Perlmutter, Marvel’s Chief Executive Officer 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 agreement provides that in connection with the termination of the agreement under specified circumstances, Marvel may be required to pay Walt Disney a termination fee of $140 million.

Shareholders holding approximately 37% of the total issued and outstanding shares of Marvel common stock have entered into voting agreement with Walt Disney and agreed to vote in favor of adoption of the agreement. The Boards of Directors of Disney and Marvel have each approved the transaction, which is subject to clearance under the Hart-Scott-Rodino 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, listing of Walt Disney's shares. Marvel shall have received an opinion of Paul, Hastings, Janofsky & Walker LLP (or such other counsel reasonably acceptable to Marvel) and Walt Disney shall have received an opinion of Dewey & LeBoeuf LLP (or such other counsel reasonably acceptable to Walt Disney) for tax purposes related to the transaction.

Merrill Lynch acted as financial advisor for Marvel. Goldman, Sachs & Co. acted as financial advisor to Walt Disney. Alison Ressler and Priya Chatwani of Sullivan & Cromwell LLP acted as legal advisor to Goldman, Sachs & Co. Shearman & Sterling LLP acted as legal advisor to Merrill Lynch. James Quinn, R. Bruce Rich, Michael Epstein, Benjamin Marks, Randi Singer, Salvatore Romanello, Ashley Altschuler, Mark Fiore, Ellie Boragine, Stacey Lutzker, Damien Wint, V. RaShawn Woodley, David Brown, Jackson Wagener, Vanessa Chandis, Harris Cohen, Joseph Wetzel, Dana Powers, Christine DiGuglielmo, Melanie Conroy, Matthew Spritz, Arlene Hahn, Vanessa Kaye Watson, Caroline Geiger, Vigdis Bronder, Adrian Perry and Michael Esposito of Weil, Gotshal & Manges LLP acted as legal advisor for Walt Disney Co. Michael Zuppone and Carl R. Sanchez of Paul, Hastings, Janofsky & Walker acted as legal advisors for Marvel. Morton A. Pierce and Chang-Do Gong of Dewey & LeBoeuf acted as legal advisors for Walt Disney.