Disney Buys Marvel

Disney Acquires Marvel

When I saw this headline this morning, I had to double-check the calendar to confirm that it wasn’t April. But this press release is posted to the official Disney site. (At the time of this writing, nothing is available at the Marvel news site. And here’s Marvel’s post. (Link no longer available.))


Building on its strategy of delivering quality branded content to people around the world, The Walt Disney Company (NYSE:DIS) has agreed to acquire Marvel Entertainment, Inc. (NYSE:MVL) in a stock and cash transaction, the companies announced today.

Under the terms of the agreement and based on the closing price of Disney on August 28, 2009, Marvel shareholders would receive a total of $30 per share in cash plus approximately 0.745 Disney shares for each Marvel share they own. At closing, the amount of cash and stock will be adjusted if necessary so that the total value of the Disney stock issued as merger consideration based on its trading value at that time is not less than 40% of the total merger consideration.

Based on the closing price of Disney stock on Friday, August 28, the transaction value is $50 per Marvel share or approximately $4 billion.

Disney Acquires Marvel

“This transaction combines Marvel’s strong global brand and world-renowned library of characters including Iron Man, Spider-Man, X-Men, Captain America, Fantastic Four, and Thor with Disney’s creative skills, unparalleled global portfolio of entertainment properties, and a business structure that maximizes the value of creative properties across multiple platforms and territories,” said Robert A. Iger, President and Chief Executive Officer of The Walt Disney Company. “Ike Perlmutter and his team have done an impressive job of nurturing these properties and have created significant value. We are pleased to bring this talent and these great assets to Disney. We believe that adding Marvel to Disney’s unique portfolio of brands provides significant opportunities for long-term growth and value creation.”

“Disney is the perfect home for Marvel’s fantastic library of characters given its proven ability to expand content creation and licensing businesses,” said Ike Perlmutter, Marvel’s Chief Executive Officer. “This is an unparalleled opportunity for Marvel to build upon its vibrant brand and character properties by accessing Disney’s tremendous global organization and infrastructure around the world.”

Under the deal, Disney will acquire ownership of Marvel including its more than 5,000 Marvel characters. Mr. Perlmutter will oversee the Marvel properties, and will work directly with Disney’s global lines of business to build and further integrate Marvel’s properties.

It goes on to say that each company’s Boards of Directors have approved the acquisition, while Marvel shareholders still have to approve the deal. Investors can hear more today at approximately 10:15 AM during a webcast.

This is quite a change for Marvel, although in terms of corporate synergy, it makes sense, and it brings them to a more similar place to that of their major competitor, since DC Comics is owned by global entertainment company Time Warner.

$4 billion dollars for a comic company! Who knew? I’m surprised that this seemed completely unexpected, with no rumors or concerns about Marvel being for sale.

Wow! It just occurred to me — this could mean a big deal for Universal Studios’ theme park, which has rides based on the Marvel characters. Won’t Disney want those properties for their own parks? I suspect many many ramifications like this are going to work themselves out over the next few months, past whenever the deal closes. Another question: Disney comics are put out by Boom! Studios — will that change?


  • Dan Traeger

    Tentatively, I think this might be a good fit. It will be interesting to see what if anything happens to Marvel’s more “adult” oriented comics, Punisher and the like. I’ve seen a lot of people wondering what will happen to Kick Ass, but Millar owns that title and Marvel merely distributes it. The worst that would happen is someone else picks up the distribution.

    I do wonder if this move by Marvel might be in anticipation of 2013 when DC/Time Warner loses the rights to Superman. With the Mouse backing their bid for the Man of Steel, Marvel becomes a strong contender.

    Hmmm…I sense another groundless internet rumor brewing >:)


  • Chris Stansfield

    My understanding of IP law is that there is virtually no chance at all of Disney or Marvel, in combination or separately, “acquiring” Superman. Even as DC loses the copyright to the character, they still own all the trademarks. The only way another company could publish Superman comics is if they did it without using his costume, his name, and numerous other aspects. There wouldn’t be much point to that, would there?

  • Dan Traeger

    Chris, you would definitely know better than I, however it is my understanding that come 2013 all rights (and that includes the trademarks) to the Superman character revert to the estates of Jerry Siegel and Joe Shuster.

    In point of fact, I do believe that as part of the judgment against DC, if Warner Brothers can’t get a Superman Movie off the ground before 2011, they lose the motion picture rights to the Superman character as well.

    Where’s Bob Ingersoll when you need him.

  • Chris Stansfield

    Okay, here is my understanding (and sorry, it gets wordy):

    The claim that the Siegel and Shuster estates filed that will see rights revert to them (the Siegels, at least- Shuster’s claim has not yet been resolved) is based on the terms of the Sonny Bono Act, which extended corporate ownership of copyrights to 95 years from the date of publication (which, in Superman’s case, would have meant the expiration of DC’s copyright in 2033 had Time Warner gone unchallenged). In order for that law to be passed, several caveats and exemptions were also enacted- namely, in the case of corporate copyrights that did not originate with the corporation (ie, were purchased after the point of creation), the original copyright holders would have a period of time (the “reclamation window”) by which they could file a claim to have the copyright returned to them. In this situation, the ruling has been in favor of the Siegel estate, but there are four important things to note: 1. This only concerns domestic rights to the character- international rights are covered under separate law, and (I may be wrong about this) are still held entirely by Time Warner. 2. This only concerns things Siegel and Shuster introduced in the strip prior to Superman being sold to DC- DC still has the rights to Lex Luthor, kryptonite, and, most importantly, SUPERMAN’S ABILITY TO FLY 3. The Shuster estate may very well lose their own bid to recapture copyrights- which would make DC co-owners of the copyright into the future and thus legally allowed to exploit the character as long as they account financially for him to the Siegel estate 4. This entire legal battle has been about copyright- trademarks in the US are covered by entirely different laws and ware not at the moment covered within the scope of the ruling. Under US law, a registered trademark is pretty much held in perpetuity as long as the registrant maintains that trademark (generally a trademark can’t lapse unless five or more years have passed since the registrant has used it- companies like DC frequently trot out new iterations of old characters and comic book titles every once in a while for just that reason). It is within the bounds of possibility that, if and when the Siegel and Shuster estates claim their copyright, they could succeed in having DC’s trademark rights terminated, but that hasn’t happened yet and, based on precedent, seems highly unlikely.

    This puts the three parties (the Siegels, the Shusters, and Time Warner) in a symbiotic relationship- while the estates will have access to the stories they now “own” (as well as fees from a portion of everything going forward from the retroactive establishment of their claim back in 1999, since those works are considered derivative), and will presumably be able to generate revenue from reprints, etc, they will have to steer clear of using certain logos and other details, at least on their trade dress (much as DC can print “Captain Marvel” comics but can’t actually publish a book called “Captain Marvel” due to the possibility of “market confusion.”) Meanwhile, DC could conceivably still make money off of T-Shirts, belt buckles, etc, with the S-shield, but will have to pay a significant licensing fee to the Siegel and Shuster estates if they wish to continue creating new (derivative) material. The upshot is that it’s unlikely Marvel, Disney, etc. would ever do anything significant with Superman, for the simple reason that A. He’d be very hard to promote without the use of his name and logos on covers and in ads B. Key parts of the mythos do NOT fall under the Siegels’ claim and C. Use of the character would indirectly help DC profit by keeping the character relevant enough to allow them to sell their merchandise. Considering Marvel (or whomever) would ALSO be paying the Siegels licensing fees, the expense of acquiring a “Superman” who is not recognizable as the character (since he would not fly, have heat vision, live in a Fortress of Solitude, etc) would almost surely be a money loser. (I could see maybe a one-time use just as a thumbing-the-nose thing, but nothing permanent).

    The movie rights are a separate issue, btw- the Siegels will be entitled to damages if a movie isn’t made, but that was not a rights issue- it was based on their claim that DC undersold the property to Warner Brothers because of their corporate relationship and therefore were undercutting the money the Siegels were entitled to.

    And if Mr. Ingersoll is around he’s welcome to clarify or correct anything I just said! :)

  • Charles RB

    Disney comics are big business in Europe, as I understand – so I bet there’s a lot of publishers who aren’t Panini (Marvel’s European partner) who are crapping themselves right now.

    The important thing is if Marvel does Muppet Show comics, do we get the Marvel characters turning up as the celebrity guests? ;) (Though having said that as a joke, I now want it to happen…)

  • ulik

    As long as Disney keeps their hands to themselves when it comes to making Marvel live action movies I’m cool with it.Although all CG animated movies featuring Marvel characters only, via Pixar would totally kick ass for Marvel. Imagine the possibilities of Pixar /Marvel animation!!! Pixar would do the animation only while Marvel Studios does the directing and producing!!! That would work. Disney just needs to not try and stick their hands in Marvel’s cookie jar to try to change or add on to stuff they aint broken like what 20th Century Fox does. Most of all I’m looking forward to Marvel finally being able to crossover ALL of their own characters and if Disney will make that happen without being apart of the creative process then I AM TOTALLY DOWN FOR THAT!!!

  • Rick

    As someone who grew up with Marvel Comics when they first started introducing characters like the Fantastic 4 or the Hulk or Spiderman I am sorry to see it happen. I can’t help but think that their will be influences to reel in the more controversial characters and plots.After awhile they may be as bland as most of Disney.There always seemed to be abit of anti-establishment p.o.v. at Marvel but it seems they have become just another sell-out.

  • “I can’t help but think that their will be influences to reel in the more controversial characters and plots.”
    Like they did with Pulp Fiction or Priest? No Country For Old Men? Really, there is no basis for this concern that keeps popping up that Disney will try and force tamer storylines, in fact history shows that Disney is only really going to interfere with their family lines that bear the Disney banner. Marvel does not fall under that banner, any more than Mirimax does.

  • Hsifeng

    Maybe I was wrong earlier when I said “I bet there won’t be Disney/Marvel crossovers for the same reason there already aren’t Disney/Miramax crossovers.”…

    Thom Says:

    “…in fact history shows that Disney is only really going to interfere with their family lines that bear the Disney banner.

    Marvel does not fall under that banner, any more than Mirimax does.”

    That reminds me, is Marvel a family line or not? I’ve seen many more Marvel products marketed to little kids than Miramax products marketed to little kids.

    For example, Disney doesn’t market its kid-friendly stuff and its adults-only stuff under the same banners. Bambi is for all ages, Pulp Fiction is not, etc. and Disney even gives them wholly separate titles. Disney markets them as “Bambi” and “Pulp Fiction” rather than as “Pulp Bambi Disney Adventures” and “Pulp Bambi Disney Knights,” it doesn’t offer any Mia Wallace dress-up dolls and “English…do you speak it?” easy-reader books, etc.

    For another example, Marvel does market Spider-Man to all age groups without clearly specifying anything like ‘this is Spider-Man as in Marvel Adventures, not Spider-Man as in Marvel Knights’ on the action figures, board games, puzzles, toy vehicles, etc.

    Some parents who are aware of all those Spider-Man action figures, board games, puzzles, toy vehicles, etc. marketed for young children assume comic books with that same Spider-Man logo are for those same children.

    If such a parent later finds out differently, he or she gets badmouthed by older fans for thinking one Spider-man product might have anything in the world to do with another Spider-man product (and other stuff like not supervising one’s offspring when they go to the school library during the school day, thinking teen-rated stuff isn’t ideal for elementary school libraries, etc.).

    Now I wonder what Disney might try to do about this mixed-messages mess that comes from and around the company it just bought…

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