Jonjo
Mouseketeer
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On 30 March 2017, Euro Disney S.C.A. the owners and operators of Disneyland Paris published the Draft Offer Document relative to the Simplified Cash Tender offer. A PDF document of The Offer document can be downloaded from the Euro Disney website.
The link is to English translation of the Offer Document is legally for information purposes only, the Offer is governed by French law, therefore the French version of the Offer document can be downloaded here.
The Offer document is in response to The Walt Disney Company’s announcement on the 10 February 2017 of its intention to launch a Tender Offer for all the remaining Euro Disney S.C.A. shares.
Under the Offer TWDC is offering to buy Euro Disney shares from shareholders at a cash price of €2.00 per share.
After a recent deal with Kingdom Holdings, TWDC now own 85.71% of Euro Disney. The Walt Disney Company now want to purchase the remaining 14.27% of the company that is held by corporate and minority shareholders. A breakdown of Euro Disney’s corporate shareholders can be found here. Individual private investors own 5.5% of Euro Disney and there is an estimated 3,500 members in the Euro Disney Shareholders Club.
At The Walt Disney Company Annual Meeting of Shareholders held on 8 March 2017 at the Bellco Theatre in Denver, Colorado. Chief Executive Officer Bob Iger commented on the proposed takeover of Disneyland Paris saying:
“We did make an announcement that we are attempting to buy in what is left of the public ownership of the that entity. It was a business structure that was set up when we opened that had public shareholders and separate trading stock”.
“We believe we the best path forward in terms of managing that businesses successfully, and creatively by the way. Is for us [TWDC] to be the primary owners, or the sole owners really of that business. Because it will give us the ability to make the kind of investments we like to make to continue in its success”.
Once the Offer is completed and if TWDC reach a share ownership threshold of 95% they plan within three months on launching a mandatory buy-out of Euro Disney to take full control of the company and delist it from the Euronext Paris stock exchange.
Subsequent to the completion of the tender Offer, TWDC has announced it is committed to support a recapitalization of up to €1.5 billion to the Euro Disney group to address the Group’s financial needs as described below:
If Euro Disney remains a listed company, TWDC would expect the recapitalization to take the form of a subscription by the applicable Disney subsidiaries of their pro-rata share of a €1.23 billion rights offering by Euro Disney together with a backstop of (and at the same price as) the rights offering by one or more of such subsidiaries, ensuring that Euro Disney will be able to raise the full amount contemplated by the rights offering, combined with a direct €270 million cash investment in equity at the level of Euro Disney Associés S.C.A., the main operating subsidiary of Euro Disney, and contribution of the proceeds of the rights offering by Euro Disney to Euro Disney Associés S.C.A. to maintain the ownership level of Euro Disney Associés S.C.A. by Euro Disney at its current 82%. Proceeds would be used to enable the Group to continue implementation of improvements to Disneyland Paris, repay most or all of the Group’s indebtedness and increase liquidity. The rights offering described above would be subject to the prior approval of Euro Disney’s shareholders at a shareholders’ meeting.
If Euro Disney is delisted, TWDC would expect the recapitalization to be in the same amount and to also consist entirely of equity contributions to the Group, but the allocation of such contributions between Euro Disney and its subsidiaries could vary compared to what is described above. The proceeds would be used for the same purposes as described above.
On Friday 31 March 2017 at the Euro Disney AGM, which was held at Disney’s Hotel New York in Disneyland Paris, Catherine Powell President of Euro Disney S.A.S. announced :
"That the Euro Disney Club Actionnaires / Shareholders Club benefits will remain in place for 10 years, no matter what happens".
This news will hopefully please some of the 3,500 members of the shareholders club if TWDC does take over Disneyland Paris.
The Offer was filed with the Autorité des marchés financiers (the “AMF”) on 30 March 2017 and the AMF are expected to make a clearance decision on 25 April 2017.
If the Offer is approved by the AMF, it is scheduled to open on 26 April and close on 23 May 2017. The result of the offer will be known by 29 May 2017.
All Euro Disney shareholders will be able to partake in the Offer, and they are not are not required to be members of the Shareholders Club to take part.
The decision for shareholders to sell their Euro Disney S.C.A. shares to The Walt Disney Company is a difficult one. Many shareholders are fans of Disneyland Paris and Disney and therefore the emotional attachment to their shares is very strong.
At the end of the day the decision to sell or to keep the shares is a decision individual shareholderss can make. Shareholders can only make the decision that they feel is right for the future of Disneyland Paris and yourself.
I've put together a summary highlighting the important sections of the Offer document on the Salon Mickey blog.
The link is to English translation of the Offer Document is legally for information purposes only, the Offer is governed by French law, therefore the French version of the Offer document can be downloaded here.
The Offer document is in response to The Walt Disney Company’s announcement on the 10 February 2017 of its intention to launch a Tender Offer for all the remaining Euro Disney S.C.A. shares.
Under the Offer TWDC is offering to buy Euro Disney shares from shareholders at a cash price of €2.00 per share.
After a recent deal with Kingdom Holdings, TWDC now own 85.71% of Euro Disney. The Walt Disney Company now want to purchase the remaining 14.27% of the company that is held by corporate and minority shareholders. A breakdown of Euro Disney’s corporate shareholders can be found here. Individual private investors own 5.5% of Euro Disney and there is an estimated 3,500 members in the Euro Disney Shareholders Club.
At The Walt Disney Company Annual Meeting of Shareholders held on 8 March 2017 at the Bellco Theatre in Denver, Colorado. Chief Executive Officer Bob Iger commented on the proposed takeover of Disneyland Paris saying:
“We did make an announcement that we are attempting to buy in what is left of the public ownership of the that entity. It was a business structure that was set up when we opened that had public shareholders and separate trading stock”.
“We believe we the best path forward in terms of managing that businesses successfully, and creatively by the way. Is for us [TWDC] to be the primary owners, or the sole owners really of that business. Because it will give us the ability to make the kind of investments we like to make to continue in its success”.
Once the Offer is completed and if TWDC reach a share ownership threshold of 95% they plan within three months on launching a mandatory buy-out of Euro Disney to take full control of the company and delist it from the Euronext Paris stock exchange.
Subsequent to the completion of the tender Offer, TWDC has announced it is committed to support a recapitalization of up to €1.5 billion to the Euro Disney group to address the Group’s financial needs as described below:
If Euro Disney remains a listed company, TWDC would expect the recapitalization to take the form of a subscription by the applicable Disney subsidiaries of their pro-rata share of a €1.23 billion rights offering by Euro Disney together with a backstop of (and at the same price as) the rights offering by one or more of such subsidiaries, ensuring that Euro Disney will be able to raise the full amount contemplated by the rights offering, combined with a direct €270 million cash investment in equity at the level of Euro Disney Associés S.C.A., the main operating subsidiary of Euro Disney, and contribution of the proceeds of the rights offering by Euro Disney to Euro Disney Associés S.C.A. to maintain the ownership level of Euro Disney Associés S.C.A. by Euro Disney at its current 82%. Proceeds would be used to enable the Group to continue implementation of improvements to Disneyland Paris, repay most or all of the Group’s indebtedness and increase liquidity. The rights offering described above would be subject to the prior approval of Euro Disney’s shareholders at a shareholders’ meeting.
If Euro Disney is delisted, TWDC would expect the recapitalization to be in the same amount and to also consist entirely of equity contributions to the Group, but the allocation of such contributions between Euro Disney and its subsidiaries could vary compared to what is described above. The proceeds would be used for the same purposes as described above.
On Friday 31 March 2017 at the Euro Disney AGM, which was held at Disney’s Hotel New York in Disneyland Paris, Catherine Powell President of Euro Disney S.A.S. announced :
"That the Euro Disney Club Actionnaires / Shareholders Club benefits will remain in place for 10 years, no matter what happens".
This news will hopefully please some of the 3,500 members of the shareholders club if TWDC does take over Disneyland Paris.
The Offer was filed with the Autorité des marchés financiers (the “AMF”) on 30 March 2017 and the AMF are expected to make a clearance decision on 25 April 2017.
If the Offer is approved by the AMF, it is scheduled to open on 26 April and close on 23 May 2017. The result of the offer will be known by 29 May 2017.
All Euro Disney shareholders will be able to partake in the Offer, and they are not are not required to be members of the Shareholders Club to take part.
The decision for shareholders to sell their Euro Disney S.C.A. shares to The Walt Disney Company is a difficult one. Many shareholders are fans of Disneyland Paris and Disney and therefore the emotional attachment to their shares is very strong.
At the end of the day the decision to sell or to keep the shares is a decision individual shareholderss can make. Shareholders can only make the decision that they feel is right for the future of Disneyland Paris and yourself.
I've put together a summary highlighting the important sections of the Offer document on the Salon Mickey blog.
