Disney catches comics giant Marvel in a $4B web
Pow! Disney captures Spider-Man, Iron Man and other Marvel characters in $4 billion deal
By Ryan Nakashima, AP Business Writer
On Monday August 31, 2009, 5:24 pm EDT
LOS ANGELES (AP) -- The Walt Disney Co. is punching its way into the universe of superheroes and their male fans with a deal announced Monday to acquire Marvel Entertainment Inc. for $4 billion, bringing characters such as Iron Man and Spider-Man into the family of Mickey Mouse and "Toy Story."
The surprise cash-and-stock deal sent Spidey senses tingling in the comic book world. It could lead to new rides, movies, action figures and other outlets for Marvel's 5,000 characters, although Marvel already was aggressively licensing its properties for such uses.
The deal won't have benefits right away, and Disney stock sank on the news. Disney expects a short-term profit hit, and Marvel characters from X-Men to Daredevil are locked up in deals with other movie studios and theme parks. But Disney's CEO, Robert Iger, promised an action-packed future.
"'Sparks will fly' is the expression that comes to mind," Iger told analysts.
Stan Lee, the 86-year-old co-creator of "Spider-Man" and many more of Marvel's most famous characters, said he was thrilled to be informed of the marriage Monday morning.
"I love both companies," he said. "From every point of view, this is a great match."
The deal is expected to close by the end of the year and marks Disney's biggest acquisition since it purchased Pixar Animation Studios Inc., the maker of "Up" and "Cars," for $7.4 billion in stock in 2006.
Marvel would follow another storied comic book publisher into the arms of a media conglomerate. DC Comics, the home of Superman, Batman and Wonder Woman, was bought by Warner Bros. -- now part of Time Warner Inc. -- in 1969.
Buying Marvel is meant to improve Disney's following among men and boys. Disney acknowledges it lost some of its footing with guys as it poured resources into female favorites such as "Hannah Montana" and the Jonas Brothers.
"Disney will have something guys grew up with and can experience with their kids, especially their sons," said Gareb Shamus, whose company Wizard Entertainment Group runs several of the Comic-Con conventions around the nation.
Marvel TV shows already account for 20 hours per week of programming on Disney's recently rebranded, boy-focused cable network, Disney XD, and that looks likely to increase, Iger said. The shows are "right in the wheelhouse for boys," he said.
There will be some lag before Marvel's trove of characters are fully developed at Disney, because of licensing deals Marvel has with other studios.
For example, Sony Corp.'s Columbia Pictures is developing the next three "Spider-Man" sequels, starting with "Spider-Man 4" set for a May 2011 release. News Corp.'s 20th Century Fox has the long-term movie rights to the "X-Men," "Fantastic Four," "Silver Surfer" and "Daredevil" franchises.
Both studios maintain those rights in perpetuity unless they fail to make more movies.
Separately, Viacom Inc.'s Paramount Pictures has a five-picture distribution deal for Marvel-made movies, the first of which will be "Iron Man 2," set for release next May. Paramount said it expects to continue working with Marvel and Disney.
General Electric Co.'s Universal Studios has an attraction called Marvel Super Hero Island in Orlando, Florida, that will stay in existence as long as Universal wants to keep it there and follows the contract terms, Universal said.
Disney said it will honor and re-examine Marvel's licensing deals upon expiration and may extend the profitable ones. Iger noted that when it bought Pixar, that company also had third-party licensing agreements that eventually expired, allowing the companies to move forward together.
Despite beginning to make its own movies, starting with "Iron Man" last year, licensing remained a key driver of Marvel's $206 million and in profit and $676 million in revenue last year. Iger said Disney could give Marvel broader global distribution and better relationships with retailers to sell Marvel products.
However, analyst David Joyce of Miller Tabak & Co. noted that the $4 billion offer was at "full price."
Marvel shareholders will receive $30 per share in cash, plus 0.745 Disney shares for every Marvel share they own. That values each Marvel share at $50, a 29 percent premium over Friday's closing stock price. The final ratio of cash and stock will be adjusted to ensure Disney stock makes up at least 40 percent of the final offer.
Marvel shares shot up $9.72, or 25 percent, to close at $48.37 on Monday. Disney shares fell 80 cents, or 3 percent, to $26.04.
Disney investors were probably unhappy that the deal will reduce earnings per share in the short term and might not turn positive until its 2012 fiscal year. Disney's earnings per share will drop partly because the company will issue 59 million new shares, and partly because Marvel plans to release two costly blockbusters, "Thor" and "The First Avenger: Captain America" in 2011. DVD sales of those films likely won't roll in until fiscal 2012.
Disney said the boards of both companies have approved the transaction, but it will require an antitrust review and the approval of Marvel shareholders.
If it works out, Marvel's chief executive, Isaac "Ike" Perlmutter, will pocket a hefty payday. He snatched Marvel assets out of bankruptcy in 1998, outmaneuvering investors Carl Icahn and Ronald Perelman. His 37 percent stake in Marvel is now worth about $1.5 billion.
AP Entertainment Writer Jake Coyle in New York contributed to this report.