Planning to buy out most of Prince Alwaleed's shares:
The Walt Disney Company Announces an Increase in its Interest in Euro Disney; its Intention to Launch a Tender Offer for all Remaining Euro Disney Shares and a mandatory buy-out if the 95% threshold is reached; and a Proposal to Restore Disneyland Paris' Financial Position
- 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 /CNW/ -- 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 (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 (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.
http://www.newswire.ca/news-releases/the-walt-disney-company-announces-an-increase-in-its-interest-in-euro-disney-its-intention-to-launch-a-tender-offer-for-all-remaining-euro-disney-shares-and-a-mandatory-buy-out-if-the-95-threshold-is-reached-and-a-613376153.html
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Seems like good news to me.
Quote from: whatsupanders on February 10, 2017, 08:29:22 AM
Planning to buy out most of Prince Alwaleed's shares:
http://mobile.reuters.com/article/idUSFWN1FV01F
Seems like good news to me.
Interesting to read
Quote from: whatsupanders on February 10, 2017, 08:29:22 AM
Planning to buy out most of Prince Alwaleed's shares:
http://mobile.reuters.com/article/idUSFWN1FV01F
Seems like good news to me.
Although it would be the end of small shareholding and The Shareholders Club.
Rather than offering cash, it looks like they will be offering shares in TWDC at a rate of 2.00 Euros per share.
I just did read on a Swedish news site, that TWDC is planning to buy everyone's shares in DLP if they get over 95% of the shares.
Sounds like great news for keeping the Park going forward even after all the big refurbishments of the last years.
This might mean the end of the Shareholders Club and Salon Mickey, but it is big news for the park! All true fans will embrace this decision as it is for the improvement and bright future of DLP!
This is great news but another part of me thinks how much more will DLP cost now
This is so exciting! I've been hoping TWDC would make a move to bring Paris in house for so long. It's been clear for a while now that it's easily the best option to recoup the investment & Plus the Resort going forward. ;D
For the potential future investments in the resort, its excellent news. Things might eventually start actually moving forward.
From the fan shareholders perspective, other than a hopefully acceptable return on their investment, then perhaps not so much.
Why does the cynic in me think that they'd try and make Salon Mickey into some sort of Club 33-lite? ;)
Quote from: Rocketeer on February 11, 2017, 07:00:27 PM
Why does the cynic in me think that they'd try and make Salon Mickey into some sort of Club 33-lite? ;)
It's been previously mentioned that Salon Mickey might be used for the new top tier AP holders.
^Not far off it then.
TBH I think I'd rather their priority is righting the ship first though.
I see that the 1 day-1 park ticket for WDW is now $107/€100/£85 and Disneyland $97/€91/£77 (depending on the time of year/at the current exchange rate).
Should we be concerned that this could eventually become the norm in Paris?
One things for sure, a 1 day-1 park ticket is looking like a bargain at £45/€59/$62.
Quote from: Rocketeer on February 12, 2017, 04:42:35 PM
I see that the 1 day-1 park ticket for WDW is now $107/€100/£85 and Disneyland $97/€91/£77 (depending on the time of year/at the current exchange rate).
Should we be concerned that this could eventually become the norm in Paris?
One things for sure, a 1 day-1 park ticket is looking like a bargain at £45/€59/$62.
As long as they invest in the parks the way they do in America, I think it will be fine. Walt Disney Studios will need a lot of work to justify it though.
^I suppose that's one way of looking at it. WDS is barely worth £45 as it is, they'd need to do some serious expansion before it really warrents a price hike.
As I sat this morning with my lemon muffin and hot chocolate this was a real hub of chat in many languages ! I will miss Salon Mickey if that happens😢
Well if they see there's a way to monetise Salon Mickey then they'll probably do it. Perhaps they will just keep it as an excluse for current shareholders until a certain time.
Quote from: TVPaulD on February 12, 2017, 05:48:59 PM
Quote from: Rocketeer on February 12, 2017, 04:42:35 PM
I see that the 1 day-1 park ticket for WDW is now $107/€100/£85 and Disneyland $97/€91/£77 (depending on the time of year/at the current exchange rate).
Should we be concerned that this could eventually become the norm in Paris?
One things for sure, a 1 day-1 park ticket is looking like a bargain at £45/€59/$62.
As long as they invest in the parks the way they do in America, I think it will be fine. Walt Disney Studios will need a lot of work to justify it though.
I wish I could share your optimism for how things are going for the parks in America. One of the few advantages DLP has despite it's relative neglect is the original park is still largely intact and has been spared some of the more boneheaded decisions made by the American Parks over the years.
Quote from: PMF on February 15, 2017, 08:05:19 AM
Quote from: TVPaulD on February 12, 2017, 05:48:59 PM
Quote from: Rocketeer on February 12, 2017, 04:42:35 PM
I see that the 1 day-1 park ticket for WDW is now $107/€100/£85 and Disneyland $97/€91/£77 (depending on the time of year/at the current exchange rate).
Should we be concerned that this could eventually become the norm in Paris?
One things for sure, a 1 day-1 park ticket is looking like a bargain at £45/€59/$62.
As long as they invest in the parks the way they do in America, I think it will be fine. Walt Disney Studios will need a lot of work to justify it though.
I wish I could share your optimism for how things are going for the parks in America. One of the few advantages DLP has despite it's relative neglect is the original park is still largely intact and has been spared some of the more boneheaded decisions made by the American Parks over the years.
I appreciate that some of the changes are mistakes - I myself loathed that hat in Studios & the hand on Spaceship Earth in Epcot - but from a more pragmatic angle, leaving a park unchanged as long as Parc Disneyland has been is a mistake. The real money is in repeat visitors. If there's no new attractions, people are less likely to come back. That's bad for the business and it's bad for fans because a park that's struggling financially will cut back on show standards. Nobody wants to go back to 2013/14 show standards. Arcade machines with power cords running along the ground & duct tape holding the carpet down in the Star Tours post-show? You don't see that in Anaheim.
I agree with both sides of the argument there.
The downside is, if they do end up with complete ownership, the "boneheaded" ideas won't be far behind. *cough* GotG Tower *cough*
Quote from: Rocketeer on February 15, 2017, 08:27:42 PM
I agree with both sides of the argument there.
The downside is, if they do end up with complete ownership, the "boneheaded" ideas won't be far behind. *cough* GotG Tower *cough*
I don't think the %age ownership makes any difference. TWDC has made the decisions for DLP for some years, if not forever.
Fair comment. Question does arise then, other than the obvious cash problem holding them back, why have they been so slow to add things to the parks?
In the unlikey event that the takeover doesn't take place, will the same thing happen as when TWDC injected a load of cash a couple of years ago?
Will shareholders be given the option of buying more shares, so as not to dilute thier holdings?
Quote from: Slimy yet satisfying on February 12, 2017, 10:56:52 PM
As I sat this morning with my lemon muffin and hot chocolate this was a real hub of chat in many languages ! I will miss Salon Mickey if that happens😢
It's odd that we may have been in the Salon at the same time on Sunday morning, discussing the same thing!
Blueberry muffin for me though! :)
Quote from: TVPaulD on February 15, 2017, 12:44:59 PM
I appreciate that some of the changes are mistakes - I myself loathed that hat in Studios & the hand on Spaceship Earth in Epcot - but from a more pragmatic angle, leaving a park unchanged as long as Parc Disneyland has been is a mistake. The real money is in repeat visitors. If there's no new attractions, people are less likely to come back. That's bad for the business and it's bad for fans because a park that's struggling financially will cut back on show standards. Nobody wants to go back to 2013/14 show standards. Arcade machines with power cords running along the ground & duct tape holding the carpet down in the Star Tours post-show? You don't see that in Anaheim.
I do think the clear upgrades help with that. Space Mountain, Star Tours and Pirates are all having major changes that make them must experience attractions for the return visitor. It's a good start. I'd like to see them put a great 4D show back into the Discoveryland Theatre - Star Wars themed seems the obvious choice. Again this would be a far cheaper than building a whole new ride and provide a quality stop gap if done right.
But yes, eventually something brand new will be needed and frankly there doesn't appear to be much space to do it. Looking at the overhead maps the most obvious space is between Indiana Jones and Pirates. Other contenders are some space by the Chaparral Theatre, next to It's a Small World (although the railroad may be in the way there and building around it/moving it adds to the expense) or just simply removing something like Autopia which has a huge footprint. That's just looking at raw space though, who knows how suitable that land is for building on and what issues there might be etc.
Compared to the Studios (which still has large sections land available - 3 or 4 times the size of the Ratatouille expansion in one section alone), DLP is definitely short of land. The railroad and roads mean they can't go much further back than they already have. And I wouldn't want them to shove attractions in for the sake of it and make an area too crowded.
Tbh I think the only two real options are the space next to IJ (but you have to find something that fits into that area) or removing Autopia - which personally wouldn't bother me as I think it's a huge waste of space but some would miss it.
Quote from: claire2281 on February 16, 2017, 10:40:12 AM
Tbh I think the only two real options are the space next to IJ (but you have to find something that fits into that area) or removing Autopia - which personally wouldn't bother me as I think it's a huge waste of space but some would miss it.
Yeah, I've been looking at the maps too & I agree, there's not a lot of untapped space. Something would certainly have to come out sooner or later - that's how they got Buzz Lightyear in after all. Reusing some of the more versatile attraction systems for new experiences would be another way to achieve it faster and cheaper. But for the big stuff, yeah, something has to go. I would say using both those areas is viable, but I might suggest rather than scrapping Autopia outright...Move it to Studios. Retheme it, maybe plus it a bit with some effects or something and it could find a new lease on life over there. Just needs to be placed well so that it doesn't choke off space for more substantial additions to Studios. If that can't be done though it's probably not worth fighting for. It's a ride I know some people have a lot of fondness for, but its got a pretty massive footprint and it's fairly outdated in a world where Test Track and Radiator Springs Racers exist.
Well the first park of the take over is complete The Walt Disney Company has now increase their share holding in Euro Disney SCA to 85.7%.
So TWDC now own a total of 671,425,195 shares in Disneyland Paris.
The move has reduced HRH Prince Alwaleed's stake via the Kingdom Holding Company to an all time low of 1% down to 7,833,650 shares. I'm sure he is happy as Kingdom have make a net profit of $61 million from the transaction
That just leaves the remaining 13.3% or 104,105,657 shares distributed amongst corporate and individual shareholders.
We will know on the 19th April if the AMF has proved Disney's plan to offer a voluntary cash tender offer for 2 euros a share to shareholders for the rest of the company.
I know they're only paying €2 a share, but $61m? Wow. That's pocket change for Burbank. Let's hope when the dust settles on this complete deal that means there's plenty of cash left over in the budget for them to really Splash out on new attractions.