The Walt Disney Company launches takeover bid for Disneyland Paris

Discussion in 'Disneyland Paris Trip Planning & Community Board' started by stocst, Feb 10, 2017.

  1. stocst

    stocst Earning My Ears

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    Just seen this on another board. Share price has already gone upto about 2 Euro per share.
    Full details here

    http://www.bbc.co.uk/news/business-38928629

    Good news if you own shares and are planning to sell, not so good if you had planned to buy.

    Not sure how it will affect the Shareholders club but I presume it will close
     
    Last edited: Feb 10, 2017
  2. Jonjo

    Jonjo Mouseketeer

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    The Walt Disney Company released a Press Statement this morning advising of Disney’s intention to purchase all the remaining shares in Euro Disney S.C.A. and support a recapitalization of up to €1.5 billion for the Euro Disney group of companies to enable the Group to continue implementation of improvements to Disneyland® Paris, reduce debt and increase liquidity.

    – The Walt Disney Company (“Disney“) announces the acquisition of 90% of Kingdom Holding Company’s (“Kingdom”) interest in Euro Disney S.C.A. (“Euro Disney”), representing 9% of Euro Disney’s outstanding shares.

    – The proposed transaction will increase Disney’s interest in Euro Disney to 85.7% from 76.7%.

    – The price for the transaction is €2.00 per share and will be paid in shares of Disney common stock.

    – Disney also announces its intention to make a cash tender offer for all remaining outstanding shares of Euro Disney at a price of €2.00 per share, representing a 67% premium to Euro Disney’s trading price at its close on February 9, 2017.

    – Subsequent to the completion of the tender offer, Disney is committed to support a recapitalization of up to €1.5 billion for the Euro Disney group of companies (“Group”) to address the Group’s financial needs.

    PARIS, Feb. 10, 2017 – Today The Walt Disney Company (“Disney“) announced that it will acquire through one of its subsidiaries 90% of Kingdom Holding Company’s (“Kingdom”) shares in Euro Disney S.C.A. (“Euro Disney”) at a price of €2.00 per share, increasing its interest in Euro Disney to 85.7%. Disney also announced that this subsidiary intends to make a cash tender offer for all remaining outstanding shares of Euro Disney at a price of €2.00 per share, representing a 67% premium to the trading price at the close on February 9, 2017. Moreover, Disney has informed Euro Disney that it is committed to support a recapitalization of up to €1.5 billion for the Euro Disney group of companies (“Group”) to enable the Group to continue implementation of improvements to Disneyland® Paris, reduce debt and increase liquidity.

    As previously reported by Euro Disney, despite the recapitalization announced in 2014 that enabled the Group to make attraction and hotel improvements which have generated positive guest feedback and set the stage for the Resort’s 25th Anniversary celebration this year, the Group’s financial condition has been significantly and negatively impacted by the November 2015 events in Paris and the challenging business conditions that continued through 2016 in France and throughout Europe. The comprehensive proposal announced by Disney affords maximum flexibility to shareholders, addresses the Group’s financial needs and reflects its ongoing support for the long-term success of Disneyland® Paris.

    Euro Disney’s Supervisory Board has expressed its support of these developments, and its interest in evaluating this proposal. The Board has asked its audit committee, which is comprised solely of independent members, to make a recommendation for the appointment of an independent expert to deliver a fairness opinion in connection with the proposed tender offer.

    Transaction Details:
    The acquisition of Euro Disney shares will occur through an off-market block trade and is scheduled to close on February 15, 2017. The purchase price of €2.00 per share will be paid in shares of Disney common stock, based on Disney’s closing price on the New York Stock Exchange on February 14, 2017 and the Euro-U.S. exchange rate published by the European Central Bank on the same day. The seller will be Kingdom 5-KR-11, Ltd, a subsidiary of Kingdom, and the purchaser will be EDL Holding Company, LLC (“EDL”), a wholly-owned subsidiary of Disney through which Disney historically has held its interest in Euro Disney. As a result of this transaction, Kingdom’s ownership interest in Euro Disney will decrease from 10.0% to 1.0%.

    In connection with this transaction, EDL intends to make a voluntary tender offer for all of the Euro Disney shares not already owned by Disney subsidiaries at a cash price of €2.00 per share. If EDL and the other Disney subsidiaries acting in concert with it collectively own at least 95% of Euro Disney’s common shares following completion of the voluntary tender offer, EDL will promptly proceed with a mandatory buy out and delisting of the Euro Disney shares from Euronext Paris. An indicative timetable is attached to this press release.

    Disney has also informed Euro Disney that it is committed to support a recapitalization of up to €1.5 billion as described below:

    – If Euro Disney remains a listed company, Disney 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, Disney 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.

    The proposed tender offer will be subject to review and clearance by the Autorité des marchés financiers of a Tender Offer Prospectus (Note d’information). In addition, any rights offering will be subject to review and clearance by the Autorité des marchés financiers of an Offering Prospectus (Note d’opération).

    About The Walt Disney Company
    The Walt Disney Company, together with its subsidiaries and affiliates, is a leading diversified international entertainment and media enterprise with the following business segments: media networks, parks and resorts, studio entertainment, and consumer products and interactive media. Disney is a Dow 30 company and had annual revenues of $55.6 billion in its Fiscal Year 2016.

    About Kingdom Holding Company
    Founded in 1980, Kingdom Holding Company is a publicly traded company, which was listed on Tadawul (the Saudi Stock Exchange) in 2007. Kingdom Holding Company is one of the world’s most successful and diversified business organizations, highly respected in the field of investments and recognized as an elite player regionally and internationally.

    About Euro Disney S.C.A.
    Euro Disney S.C.A. is the holding company for Euro Disney Associés S.C.A., the primary operating company of Disneyland® Paris. Disneyland Paris is comprised of the Disneyland® Park, the Walt Disney Studios® Park, seven themed hotels with approximately 5,800 rooms (excluding approximately 2,700 additional third-party rooms located on the site), two convention centers, the Disney Village®, a dining, shopping and entertainment center, and golf courses. Euro Disney S.C.A. is also responsible for the development of the 2,230-hectare property including and surrounding Disneyland Paris. Euro Disney S.C.A.’s shares are listed and traded on Euronext Paris.

    FORWARD-LOOKING STATEMENTS

    This press release includes forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the proposed tender offer, all statements regarding The Walt Disney Company’s or EDL Holding Company, LLC’s expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” “upside,” and other similar expressions. Statements in this press release concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and product or services line growth of The Walt Disney Company or EDL Holding Company, LLC, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of The Walt Disney Company or EDL Holding Company, LLC based upon currently available information.

    Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from The Walt Disney Company’s or EDL Holding Company, LLC’s expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and are subject to a significant business, economic and competitive risks, uncertainties and contingencies, many of which are unknown and many of which The Walt Disney Company or EDL Holding Company, LLC is unable to predict or control. Such factors may cause The Walt Disney Company’s or EDL Holding Company, LLC’s actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors discussed or identified in public filings that have been, or will be, made by The Walt Disney Company (or EDL Holding Company, LLC as the case may be) with the French Autorité des marchés financiers (the “AMF”) and/or the United States Securities and Exchange Commission (the “SEC”) from time to time. The Walt Disney Company and EDL Holding Company, LLC caution investors that any forward-looking statements made by The Walt Disney Company or EDL Holding Company, LLC are not guarantees of future performance. The Walt Disney Company and EDL Holding Company, LLC disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.

    OTHER IMPORTANT INFORMATION

    The documentation relating to the proposed tender offer – if filed – will include the terms and conditions of the tender offer, which will be submitted to the Autorité des marchés financiers. It is strongly recommended that investors and shareholders located in France read, when available, the documentation relating to the tender offer, as well as any amendments to those documents, as they will contain important information about The Walt Disney Company, EDL Holding Company, LLC, Euro Disney S.C.A. and the proposed transaction.

    This press release must not be published, broadcast or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions. The tender offer will not be open to the public in any jurisdiction other than France in which its launch is subject to legal restrictions.

    The release, publication or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in countries where this press release is released, published or distributed must inform themselves about such restrictions and comply with them. The Walt Disney Company, EDL Holding Company, LLC and Euro Disney S.C.A. disclaim any responsibility for any violation of such restrictions.

    Tender Offer – Indicative Timetable

    February 10, 2017

    Press release announcing the intention of EDL Holding Company, LLC (the “Bidder”) to make a tender offer at €2.00 per Euro Disney share.

    March 29, 2017

    Filing with the AMF of the Bidder’s draft offer document.

    Public posting of the Bidder’s draft offer document on the AMF’s website (http://www.amf-france.org) and on the website of Euro Disney (the “Company”) (http://corporate.disneylandparis.com).

    Publication by the Company of a press release containing the main terms of the draft Offer on its website.

    Filing with the AMF of the Company’s draft Response Document.

    Public posting of the Company’s draft Response Document on the AMF’s website (http://www.amf-france.org) and on the Company’s website (http://corporate.disneylandparis.com).

    Publication by the Company of a press release containing the main terms of its draft Response Document.

    April 19, 2017

    AMF’s clearance decision of the Offer, which will indicate the visa number of (i) the Offer Document and (ii) the Response Document.

    Posting on the AMF’s and the Company’s websites of (i) the Bidder’s Offer Document, (ii) the Company’s Response Document, (iii) the “Other Information” document, containing legal, accounting and financial information regarding the Bidder and (iv) the “Other Information” document, containing legal, accounting and financial information regarding the Company.

    Publication by the Company of a press release informing the public of the availability of (i) the Bidder’s Offer Document, (ii) the Company’s Response Document, (iii) the “Other Information” document, containing legal, accounting and financial characteristics of the Bidders and (iv) the “Other Information” document, containing legal, accounting and financial characteristics of the Company.

    April 21, 2017

    Opening of the Offer.

    May 19, 2017

    Last day on which the Offer is open.

    June 1, 2017

    Publication of a notice announcing the final results of the Offer by the AMF.

    June 5, 2017

    Settlement and delivery of the Offer.

    Starting on June 12, 2017

    If applicable, mandatory buy-out and Delisting
     
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  4. Jonjo

    Jonjo Mouseketeer

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    Shareholders could reject the offer and keep their shares, but if Disney buys enough of the stock to own more than 95% of the company, it will have to buy the rest under French stock market rules.
     
  5. Ware Bears

    Ware Bears Bring me that horizon Moderator

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    I've merged the two threads together :)

    I'm not surprised, been expecting this. :(
     
  6. Ms Poppins

    Ms Poppins I'm sure I'm very affected by all this Disney talk

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    I know it's the best thing for the park but having just been in Salon Mickey a few days ago, I'll be really sad to see this go.
     
  7. tennisfan

    tennisfan Was told off for sliding down the bannister at SL Moderator

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    As much as I would hate toe see the Shareholders club go, if it means that WDC wipes all debts and invests heavily its got to be a good thing for the parks
     
  8. suzysharp

    suzysharp Mouseketeer

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    It's not the first time they've tried to buy out all the stock... the question is will people go for it this time... I don't intend to sell my stock unless I'm forced
     
    Ware Bears and jeanigor like this.
  9. suzysharp

    suzysharp Mouseketeer

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    On a side note... the corporate website and access to the shareholders club page is down
     
  10. stocst

    stocst Earning My Ears

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    It was working about an hour ago, though no mention of the buy out.
     
  11. eeyoresmom

    eeyoresmom DIS Veteran

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    I'm not a stock holder but as a recent guest of DP I have to believe this can only be a good thing. We were so disappointed with everything we experienced there from cast member attitudes to ride experiences. We kept shaking our heads wondering why as it seems the infrastructure is there but those parks are just missing the mark by a looooooong shot.
     
  12. netimka

    netimka DIS Veteran

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    I was reading this when I was at work and also I would love to keep my shares for ever :cloud9:pixiedust::cloud9: I wont be selling ours unless I'm forced to but looking at the current situation I might not have a choice :-( hopefully this will help parks and thats the most important but I want my small piece of magic...
     
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  13. meryll83

    meryll83 All it takes is faith and trust...

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    I'm glad for threads like this to help simplify things for me when I don't really understand what it means!
     
  14. Dingdingding

    Dingdingding Mouseketeer

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    This is great news. I hope Disneyland Paris will get the financial injection it needs. Disney Village needs a complete overhaul and the parks are in desperate need for expansions. All major parks in Europe have expanded greatly in the last ten years, except for DLP. How many large expansions were there in the last ten years? Only Ratatouille and Tower of Terror.

    There have been plans for a third park for years but I believe that wouldn't make any sense until they have expanded the current parks more. If they add a water park however, that could bring some extra visitors and longer stays. (also considering that a lot of European parks have built a large swimmingpool or waterpark in the last few years or are building one at the moment: Port Avontura, Phantasialand, Europapark, etc.).

    But I'm afraid they couldn't change the worst problem: the fact that the park is in France. I will never understand why they picked France to build the European park (or Spain as a second choice for that matter). Unions, a general anti-American attitude, not that many people in the surroundings of the park aside from Paris and the fact that French people generally spend less money in the parks. I think the park would be in much better shape if they'd build it in Germany or England.
     
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  15. Ware Bears

    Ware Bears Bring me that horizon Moderator

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    Has anyone been able to access the shareholders site since this was announced? I've been trying on and off since Saturday and can't access it.

    My shareholders card expires in June and I'm getting the feeling it's not going to be getting renewed :sad:
     
  16. Flossbolna

    Flossbolna Sea days are just so relaxing!

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    Yes, I was able to get online earlier this week. Mine expires in November and I guess that will be it... Safari did not work for me, had to use Chrome as a browser. Also, at work I cannot get it working at all. Seems to be a temperamental website.
     
  17. mummybear

    mummybear Mouseketeer

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    I was able to log-on yesterday.

    My card expires at the end of this month, so emailed my proof & renewel on Friday. I received an email from them yesterday, confirming my renewal. This is the fastest renewal turnaround I've had since joining the Shareholders Club 7 yrs ago!!
     
  18. baerchenland

    baerchenland Earning My Ears

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    That sound good.I just emailed my renewal form today as my card also expires this month. Keeping my fingers crossed, they won't terminate before our trip in October...
     
  19. Flossbolna

    Flossbolna Sea days are just so relaxing!

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    Considering that Disney is determined to go through with the squeeze-out, I think selling to Disney when the offer comes for 2 € per share will be the wise thing to do. As much as I like my shares, I am not willing to leave maybe several hundred Euros on the table for nothing. I can't imagine any price that will be offered later will be higher than the 2 €, most likely it will be lower. So, just for the purpose of keeping the shares for a few months longer I don't it really is worth it to not sell to Disney. That's why they are offering the 2 €. They want those 95% to force out everyone else.
     
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  20. Jonjo

    Jonjo Mouseketeer

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    From today The Walt Disney Company have increase their share holding in Euro Disney SCA to 85.7% that is a total of 671,425,195 shares in Disneyland Paris.‬

    The move has reduce HRH Prince Alwaleed's stake via the Kingdom Holding Company to 7,833,650 shares or 1 % and leaves the remaining 13.3% or 104,105,657 shares distributed amongst corporate and individual shareholders.
     
  21. micksn

    micksn DIS Veteran

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    How soon do you think it will be that they want to buy back the shares? Looking at an August trip and would love to be able to use Salon Mickey for breakfast and discount in shops and restaurants. Having said that 200 euros towards cost of holiday would be helpful! I could buy an AP with that.
     

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