The Walt Disney Company Announces its Intention to Launch a Tender Offer for all Remaining Euro Disney Shares and a mandatory buy-out if the 95% threshold is reached.
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.
– 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 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.
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.
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.
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.
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.
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.
Press release announcing the intention of EDL Holding Company, LLC (the “Bidder”) to make a tender offer at €2.00 per Euro Disney share.
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.
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.
Last day on which the Offer is open.
Publication of a notice announcing the final results of the Offer by the AMF.
Settlement and delivery of the Offer.
If applicable, mandatory buy-out and Delisting.
Author Salon MickeyPosted on February 10, 2017 February 10, 2017 Categories Disneyland ParisTags Euro Disney S.C.A., Euro Disney Supervisory Board, Recapitalisation, recapitalization, Star Tours, The Walt Disney Company7 Comments on The Walt Disney Company Announces its Intention to Launch a Tender Offer for all Remaining Euro Disney Shares and a mandatory buy-out if the 957 threshold is reached.
Kingdom Holding Participates in the Euro Disney recapitalization by injecting €49.2 Million.
The Kingdom Holding Company confirmed today (18 November 2015) that they have fully participated in the Euro Disney S.C.A. Cash Tender Offer and Anti Dilution Mechanism as part of the recapitalization rights issue.
The Saudi Arabian based Kingdom Holding Company chaired by HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud has injected an additional investment of €49.2 million by taking part in the Euro Disney S.C.A. financial recapitalization plan and therefore The Kingdom Holding Company maintains its 10% share of Disneyland Paris.
Kingdom Holding Company with it’s 10% share is now the resorts second largest shareholder after The Walt Disney Company which now owns 76.7% of Disneyland Paris.
The Euro Disney S.C.A. Shareholders Club wrote to shareholders yesterday to remind them of the commencement of the anti dilution mechanism part of the recapitalization plan which is scheduled to start on the 12 October 2015 and will last until 10 November 2015.
The anti dilution mechanism alows shareholders to purchase additional shares from Euro Disney at €1.25 per share prorata of what they owned on 20 February 2015.
The AMF annouced yesterday that The Walt Disney Company now own 82.15% of Euro Disney S.C.A. with a holding of 643,497,755 shares held via it’s three subsidiary companies EDL Holding Company, EDI SAS and EDLC SAS.
The below is not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan.
Euro Disney S.C.A. reminds its shareholders of the possibility to exercise, under certain conditions, a right to acquire Euro Disney S.C.A.’s shares, following the mandatory simplified tender offer, within the framework of the recapitalization plan.
Following the completion of the Offer, and as the final step in the implementation of the Euro Disney S.C.A. group’s recapitalization plan as announced on October 6, 2014, shareholders having the status of Eligible Shareholders (as defined below) have now the possibility to exercise their rights to acquire Company’s shares (the “RAS”).
(iii) on October 2, 2015, i.e., the day following the date of settlement and delivery of the Offer (on the positions on October 1, 2015 in the evening observable on October 2, 2015 in the morning).
As further described below, the number of RAS that will be granted to each Eligible Shareholder will be pro rata to its shareholding in the Company’s share capital.
The information regarding both the allocation and the exercise of the RAS will be provided to each Eligible Shareholder by its authorized financial intermediary.
At the close of trading on the Euronext yesterday (24 September 2015) The Walt Disney Company had increased it’s ownership of Euro Disney S.C.A. to 80.20%.
The Walt Disney Company now own a total of 628,259,291 shares in Disneyland Pairs through their subsidiary the EDL Holding Company LLC.
This increase is a rise of 1.30% as of 12 August 2015 when TWDC held a 78.90% stake in the company. A breakdown of Euro Disney shareholders as of 12 August 2015 is available here.
With Phase 3 of the Euro Disney S.C.A. Cash Tender Offer ending on 24 September 2015, the results of the cash tender offer will be released on 28 September 2015.
Phase 4 will then begin 6 days later and will last for 30 days. Phase 4 of the Euro Disney recapitalisation is the anti dilution mechanism, which gives shareholders the right to buy EDL shares at €1.25 in proportion of what they already own.
EDL shares closed at €1.31 on the Euronext yesturday.
Following the ruling by the Paris Court of Appeal on 8 September 2015 the AMF announced today in document number 215C1279 that Phase 3 of the Euro Disney S.C.A. public offering will closed on 24 September 2015.
The AMF’s decision follows the Paris Appeal Courts rejection of the appeal made in April by CIMA (Charity & Merger Arbitrage Fund) against the decision made by the AMF to authorize the Euro Disney mandatory cash tender offer which is part of the Disneyland Paris recapitalization plan by The Walt Disney Company.
The Euronext Paris will publish a detailed timetable for the closure of the offer in due course.
Source: AMF and Association des Petits Porteurs d’Actions EuroDisney.