Marvel & Disney Set Merger Date

Wed, December 2nd, 2009 at 12:41pm PST | Updated: December 2nd, 2009 at 12:43pm

Comic Books
Kiel Phegley, Staff Writer

While the announcement that the Walt Disney Company planned to buy Marvel Entertainment sent shock waves through the comic world when it was announced in August, how exactly the merger will affect Marvel and Marvel Comics has remained largely in the realm of speculation for one reason: nothing's official yet.

Since the early news was only of an intent to buy, fans have been waiting to see how the Marvel/Disney deal will affect their favorite hobby if at all. Today Marvel announced that the last step in making the merger official has been set as December 31st. On that day at 9:00 am EST, Marvel stockholders will meet to vote on the deal which will net them a share of the $4 billion Disney put up for the company in synch with the amount of shares they own in Marvel Entertainment. While some in the financial community have speculated as to whether Disney's price is a fair bid for Marvel or even whether or not the vote will go over as planned, the two companies have remained confident in their belief that Marvel will be a part of Disney in 2010.

What this means is that, should the vote go through as expected, starting with 2010, Marvel employees will officially be a part of Disney. At this point, the only official word from a Marvel employee on the merger has been from Editor-in-Chief Joe Quesada's interview with CBR.

The full press release is below.

Official Press Release:

Marvel Sets Special Meeting Date of December 31, 2009 for Stockholders to Vote on Disney Merger

Marvel Entertainment, Inc. (NYSE: MVL), a global character-based entertainment and licensing company celebrating the 70th anniversary of its founding in 1939, announced today that it has set December 31, 2009 at 9:00 a.m. EST as the date for its special meeting of stockholders. At the special meeting, stockholders will consider and vote on the adoption of the Agreement and Plan of Merger entered into by Marvel and The Walt Disney Company (“Disney”), which provides for a merger in which Marvel will become a wholly-owned subsidiary of Disney. Stockholders who owned Marvel common stock at the close of business on November 23, 2009 are entitled to vote at the special meeting.

Assuming shareholder adoption of the Agreement and Plan of Merger at the special meeting, Marvel anticipates that the merger will be completed on December 31, 2009.

The special meeting will be held at the offices of Paul, Hastings, Janofsky & Walker LLP, 75 East 55th Street, New York, New York.

Important Merger Information and Additional Information:

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Disney filed a definitive proxy statement/prospectus with the SEC pursuant to Rule 424 on December 2, 2009 (the “Proxy Statement/Prospectus”). Investors are urged to read the Proxy Statement/Prospectus regarding the proposed transaction, because it contains important information. You may obtain copies of all documents filed with the SEC regarding this transaction, including the Proxy Statement/Prospectus, free of charge at the SEC's website, www.sec.gov, or by directing a request to The Walt Disney Company, 500 South Buena Vista Street, Burbank, CA 91521-9722, Attention: Shareholder Services or by directing a request to Marvel’s proxy solicitor, MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York 10016 or by calling Mackenzie Partners, Inc. at (800) 322-2885 (toll free) or (212) 929-5500 (call collect).

Disney, Marvel, their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Marvel is set forth in the Proxy Statement/Prospectus. Information about the directors and executive officers of Disney is set forth in its definitive proxy statement, which was filed with the SEC on January 16, 2009.

Certain statements in this press release are forward-looking statements, including statements relating to the anticipated time of completion of Marvel’s merger with Disney. These forward-looking statements are subject to certain risks and uncertainties, such as Marvel’s inability to obtain the vote necessary to approve the merger, possible termination of the Agreement and Plan of Merger, potential regulatory impediments to completion of the merger and other risks disclosed in the Proxy Statement/Prospectus.

TAGS:  marvel comics, walt disney company

 
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