This could be an overly long post, anyway lets start with the press release (edited out the extra junk):
Acquisition highlights Disney’s strategic focus on quality branded content, technological innovation and international expansion to build long-term shareholder value
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.
What are retailers (you know the guys that sell us comics) have to say?
“My main concern is with Disney’s vast resources, will they self-distribute and leave Diamond Comics?” said Glindmyer. “I hope not. One ‘Heroes World’ debacle is more than enough.”
Mike Wellman, owner of The Comic Bug in Manhattan Beach, Calif., pointed out that the efforts by comic book publishers to have their products sold in “big box” retailers should be easier for Marvel to accomplish now, having the power of Disney’s leverage behind them. The retailer wondered if that would help or hurt the smaller shops.
“Any big company is going to have their eye on the bigger picture,” Wellman said. “They’re going to be more concerned with getting product into Targets and Wal-Marts than they will with taking care of the little guys — us comic shops. But… looking at Warner Bros, they have DC Direct, so hopefully on that front, we’ll get a little slice of that pie.”
Joe Field, owner of Flying Colors Comics in Concord, Calif., serves as the president of the ComicsPRO retailing organization. He said that Marvel’s current relationship with retailers isn’t exactly great, so he thinks Disney stepping in could mean positive changes.
“As a business owner in the comics’ industry, I am excited by the prospects of a larger company owning Marvel Comics, which over the last 10 years, has been a very penurious operation — bowing out of doing most major conventions, ending its retail co-op advertising program and basically eschewing much of the inside industry stuff as they laid a course for Hollywood fortune,” Field said. “Marvel may be the industry sales leader, but it’s been 15 years since the company was the true market leader.”
“I’m in a fairly unique spot in this business in regards to this deal,” said Field of Flying Colors Comics. “Years ago, when Disney launched their Disney Comics’ line, I was one of a few comic book specialty retailer advisers to the publishers of Disney Comics. The Disney Comics line didn’t last very long as Disney corporate wasn’t happy with the meager revenue the line generated for the internal expenses it created. Shortly thereafter, Disney went back to a licensing agreement with its U.S. comic publisher.”
Other retailers wondered about the future of the existing Disney and Pixar comics that have already established an audience in comic shops, as well as what will happen to Marvel’s MAX line
But most retailers pointed out that Warner’s ownership of DC Comics hasn’t really affected comic book retailing, so they’re generally optimistic that Marvel’s acquisition by Disney won’t mean any drastic changes.
“If we look at DC/Warner Bros. as an example, I see nothing to worry about,” said Wellman of The Comic Bug. “DC continues to make great comics and we’ve had excellent product in other media, like the Justice League Unlimited cartoon, The Dark Knight in theaters and a bevy of video games.”
“When new companies have become part of the Time/Warner conglomerate, there has always been an attitude of: DC is doing fine so let them be,” said Charlie Harris of Charlie’s Comic Books in Tucson, Ariz. “I’d think that Disney would wish to adapt a similar attitude with Marvel.”
“It probably means the same thing that DC being owned by Time-Warner affects our business — pretty much, not at all,” said Glindmyer of Earthworld Comics.
“As a retailer, I’m cautiously optimistic this deal will be a good thing for our specialty market,” said Field of Flying Colors Comics. “As a Marvel reader since 1967, if the comics are entertaining, I’ll stick with them. If not, there are many other publishers doing very remarkable and engaging comics, so comics will continue to thrive.”
and last Newsarama has a 10 question Q and A up:
1.) What does being a cog in the Disney machine mean for Kevin Feige and the Marvel Studios team?
The autonomy that Feige and the team behind “Iron Man,” “The Incredible Hulk” and the upcoming “Thor” and “Captain America” movies have enjoyed is often singled out as a key reason for Marvel Studios’ immediate success. By financing their own films, Marvel has basically been its own boss. Paramount and Universal just distributed and marketed those movies. They had no say in production, which meant Jon Favreau didn’t have to navigate a gauntlet of studio lackeys to make “Iron Man.” Such a streamlined approach to making tent pole pictures is unusual in Hollywood, and it’s why an onscreen Marvel Universe, that Fanboy Utopia where Tony Stark pops up in the Hulk’s film, heroes and villains can meet for a drink at the Bar With No Name and everything builds up to a big “Avengers” cinematic clam-bake, is happening.
Will that all change now? Or will Disney take the same hands-off approach it does with Pixar? Initial comments from Disney execs suggest the hands-off approach is their intention, but let’s be serious. Pixar is Pixar. Early success aside, Marvel Studios has a long way to go before it can command the same kind of respect that John Lasseter’s group does. Either way, the Disney folks would be well served to look at the struggles DC and corporate sibling Warner Bros. have had in forming a consistent film strategy, as they lay out future plans. In other words, if it ain’t broke, don’t call the handyman.
2.) How soon can Marvel’s film division take advantage of having Disney’s marketing and publicity support?
When it comes to pitching and promoting its characters and brand name, no media company can hold a Tinker Bell to the House That Walt Built. But when the time does come for them to start marketing Marvel, it won’t be a slam-dunk.
The same pitch that works for “High School Musical” won’t work for “Luke Cage Noir.” We’re talking an entirely new set of promotional skills.
Every Wall Street analyst quoted on the Disney/Marvel deal keeps citing the fact that Disney needed this deal to reconnect with young, impressionable boys that the company has lost step with in recent years. That makes perfect sense, except for the fact that the comics buying crowd skews older and older each year and Marvel, like every other comics publisher, has struggled to attract new young male readers for years. Finding a way to reverse that trend, which is actually more of an unfortunate fact of life in the comics world, could be the biggest challenge of the entire deal.
A more immediate problem is that it will be years before Disney can help plug Marvel movies. Marvel’s next half-dozen films are already spoken for in terms of distribution & marketing. Iron Man, Captain America, Thor, Hulk, the big Avengers team-up, are all tied up with Paramount and Universal. So it will be some time before Disney can flex its marketing muscle for its new corporate sibling.
3.) What happens to characters such as Spider-Man, the X-Men, Daredevil and the Fantastic Four, which are licensed out to other studios?
These characters offer up one of the biggest problems for Disney, because rival studios maintain creative control as well as distribution rights. Disney chief Robert Iger indicates that all current deals with other studios will be honored, but the goal is to bring all the Marvel characters back in-house at some point. But again, that’s easier said than done.
Sony’s committed to making 3 more Spidey movies. The first 3 earned nearly $3 billion, so it could be a decade before the theatrical destiny of Marvel’s flagship character is back in house. The same goes for the X-Men. Fox is already moving forward with a second Wolverine film, and has plans for numerous X-spinoffs (such as Deadpool). Fox also has the rights to Daredevil and Fantastic Four, two properties currently in limbo which seem ripe for rebooting. Disney may have to pay up to get those back in the family. But considering the importance of those characters to the Marvel Universe, it may be worth it.
4.) Will this help or hurt Marvel Comics?
Again, looking at the relationship with DC and Time-Warner provides some clues as to the answer to this question. Being part of a huge, multi-billion dollar conglomerate could ultimately pay off for Marvel Comics. Losses of a few million don’t look as bad on a spreadsheet filled with 10 figures. Considering the comics arm is now viewed as Marvel’s R&D unit for film, TV and games, in all likelihood this could be hugely beneficial. Disney’s deep pockets can absorb any losses from publishing without weighing too much on the company’s overall bottom line.
Of course, downsizing and streamlining is one of the realities of any corporate merger. So there is always the possibility the comics’ line is trimmed. And let’s not forget Disney is synonymous with family entertainment. While they owned the Weinstein’s horror imprint film label Dimension and they underwrite Jerry Bruckheimer’s action movies, now it owns the deed to the home of the Punisher and Wolverine. Will they remain hands off with the comics publishing unit that publishes several books that don’t exactly fit in with “The Happiest Place on Earth?” EIC Joe Quesada doesn’t seem worried. He posted on his Twitter feed that this is a new dawn for Marvel and the comics industry.
5.) How many variant covers will the first issue of the new Hannah Montana comic series have?
Given that ‘tween girl programming is the backbone of Disney’s operation these days, it seems to be a matter of “when,” not “if,” Miley Cyrus’s famous alter ego gets a Marvel series. A comic book series could be a lucrative, if short-term, licensing venture for its most popular cash cows. And it’s not like Marvel hasn’t had success with books based on licensed properties before. The “Star Wars” series in the 70’s basically saved the company from bankruptcy and “G.I. Joe” was one of its bestselling books in the 80’s. Like those comics, new Disney books could attract new readers. There is also the possibility that Disney could use the comics division as an incubator, soft-launching new female characters to see which one has the potential to be their next multi-media ‘tween star. Which leads to our next question.
6.) Will comic books be part of the Disney brand plan?
Disney builds its homegrown brands for quad-domination: film, TV, music and merchandising. High School Musical, Hannah Montana, Lizzie Maguire, the Jonas Brothers, all are platformed across these four areas. Comic books could be used to turn them into five-tool earners. Given how rabid fans of the above-mentioned shows are, it doesn’t seem likely Disney’s bean counters will pass up the chance to siphon off more $$ from parents of young girls. So expect a Bendis-written Ultimate Jonas Bros. fairly soon.
7.) How soon can we expect M.O.D.O.K. bedsheets and Vision lamps?
While Marvel is no slouch in the licensing department (in fact, their post-Chapter 11 recovery has been on the back of licensing), anyone who has ever visited Orlando or Anaheim knows there isn’t a product made that Disney won’t put their characters’ likeness on. Don’t expect Marvel characters to avoid the fate of Mickey, Donald and Woody. In fact, given the vast range of heroes and villain in the Marvel camp, fanboys could see an avalanche of merchandise heading their way. Look on the bright side. Disney products tend to be high quality, so at least you know that $40 Captain America t-shirt you get at the Magic Kingdom gift shop won’t shrink two sizes the first time you wash it.
8.) What happens to Universal’s Islands of Adventure theme park?
Today’s press release did not mention Disney’s theme parks, so one would guess that Universal, which licenses Marvel characters for its Orlando and Osaka, Japan attractions, has long-term deals in place. But this has the potential to be the most contentious battle to rise from this merger. Nikki Finke’s www.deadlinehollywooddaily.com has a statement from Universal regarding the Disney/Marvel deal and how it could impact Universal’s Orlando theme park that says, “Marvel Super Hero Island at Universal’s Islands of Adventure and the Marvel characters are a beloved and important part of the Universal Orlando experience…We believe our agreement with Marvel stands and that the Disney/Marvel deal will have no impact on our guest experience.”
From that statement, it would appear that for the foreseeable future, if people want to check out the Spider-Man 3D adventure or the Dr. Doom ride, they will have to visit Universal’s park. But considering how important Disney’s theme parks are to the company, it’s doubtful the company’s lawyers aren’t looking at any possible ways to figure out a solution. The Marvel rides at Universal could also help Disney address a long-standing problem at their parks: providing ‘cool’ rides for people over the age of 10. Let’s face it. After riding the Hulk rollercoaster, Space Mountain doesn’t really cut it.
9.) How deep into Marvel’s library of characters will Disney dig?
Marvel’s 5,000+ character library has been cited by nearly every business analyst as one of the big positives of the deal. And while no one should hold their breath for a Tigra movie, Disney can leverage Marvel’s 2nd and 3rd teamers across many other platforms. One can envision a scenario where a Luke Cage series runs on ABC, while a Power Pack serial airs on Disney Channel. A New Mutants show for ABC Family doesn’t seem too far-fetched, either. Disney XD already runs about 20 hours of Marvel programming, with plenty of room for more animated adventures. So the opportunities are theoretically endless.
10.) Can we expect a Pixar/Marvel Team-Up?
One of the most exciting scenarios conjured up by the Dream Team corporate merger is the possibility of seeing a Pixar film with Marvel characters (although some would say we’ve already seen that happen with “The Incredibles”). Today’s press release mentioned that Pixar’s Lasseter has already met with key Marvel honchos. About what we have no idea, though it was said both sides were “very excited.” This seems like one of the surest bets of the entire transaction. It makes too much sense for Pixar and Marvel to not Hero Up! on some project. Then again, it’s Hollywood. When does sense ever figure into anything?
and last, what does Stan Lee think?
“I think it’s a terrific deal which will be extremely beneficial to both companies. The synergy between them is perfect,” said Stan Lee, who remains Marvel’s Chairman Emeritus but hasn’t been involved in day-to-day operations for a number of years.
Lee says the strengths of each company fit perfectly with the other’s needs.
“Nobody can produce and market franchises better than Disney, and nobody has the extensive library of characters that would make great franchises that Marvel has,” Lee said.