Documents for The Walt Disney Company cash tender offer for Euro Disney S.C.A. published.

Euro Disney S.C.A. the operator of Disneyland Paris has today (30 March 2017) published the filing of the draft answer document in response to the draft simplified cash tender offer initiated by subsidiaries of The Walt Disney Company (TWDC).

The four documents published this morning were:

Draft Offer Document relative to the Simplified Cash Tender offer

Press Release: Filing of the Draft Offer Document relative to the Simplified Cash Tender Offer for the shares of Euro Disney S.C.A.

Draft Response Document relative to the Simplified Cash Tender offer

Press Release: Filing of the Draft Response Document relative to the Simplified Cash Tender offer

The documents are in response to The Walt Disney Company’s announcement on the 10 February 2017 of its intention to launch a Tender Offer for all remaining Euro Disney Shares and a mandatory buy-out if the 95% threshold is reached.

Under the offer presented today Euro Disney S.C.A. shareholders are being offered the cash sum of €2.00 per share by The Walt Disney Company.

TWDC presently owns 671,425,1842 shares in Euro Disney, representing 85.71% of the Company’s share capital. This is distributed as follows:

  • EDL Holding owns 320,400,604 shares
  • EDI S.A.S. owns 175,512,290 shares
  • EDLC S.A.S. owns 175,512,290 shares.

As a result, an Offer is being made for the remaining 111,749,275 Company shares, representing 14.27% of the Company’s share capital based on a total of 783,364,900 shares outstanding.

The Offer gives minority  shareholders  the opportunity to immediately liquidate part or all of their investment in the Company at a price per share equivalent to the price provided for in the Block Trade Agreement with Kingdom Holdings.  Euro Disney shares are trading today at €2.00 on the Euronext.

The Autorité des marchés financier (AMF) are expected to make a clearance decision on the Offer by TWDC on 25 April 2017.

If shares owned by minority shareholders following the Offer represent no more than 5% of the Company’s share capital or voting rights , TWD intend  within 3 months of the closing of the Offer request the AMF to implement the Mandatory Buy-Out and Delisting of Euro Diney, which would consist of a mandatory buy-out procedure (retrait obligatoire) and delisting of the shares of Euro Disney S.C.A. in accordance with the provisions of Articles L. 433-4, III of the French Financial and Monetary Code and Articles 237-14 et seq. of the AMF General Regulation.

An independent expert report conducted by financial advisory Finexsi can be found included in the Draft Response Document relative to the Simplified Cash Tender offer document from  page 25  onwards.

You can find today’s entire Press Release on the Euro Disney corporate website at http://timon.disneylandparis.com/corporate/en/v3-specialrelease.html

Indicative Timetable for the Offer

Prior to the opening of the Offer, the AMF and Euronext Paris will publish an opening notice and a notice announcing the terms and timetable of the Offer. The timetable below is provided on an indicative basis only:

10 February 2017
Press release announcing the Block Trade; the intention to make the Offer; and the statement of support by TWDC for a subsequent recapitalization plan of the Company.

24 February 2017
Appointment of Finexsi as independent expert.

29 March 2017
Review by the Company’s Supervisory Board of the independent expert’s report and draft Response Document.

30 March 2017
Filing with the AMF of the Bidders’ Draft Offer Document. Public posting of the Bidders’ Draft Offer Document on the AMF’s website (www.amf-france.org) and on the Company’s website (http://corporate.disneylandparis.com). Posting on the Company’s website of the Bidders’ press release containing the main terms of the draft Offer. 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.org). Posting on the Company’s website of its press release containing the main terms of its draft Response Document.

31 March 2017
Formal meeting of the Works’ Council of the Company to be provided with the Draft Offer Document and the Company’s draft response document.

5 April 2017
Presentation by TWDC to the Works’ Council of the Company.

25 April 2017
AMF 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 Bidders’ Offer Document, (ii) the Company’s Response Document, (iii) the “Other Information” document, containing legal, accounting and financial information regarding the Bidders 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 Bidders’ 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.

26 April 2017
Opening of the Offer.

23 May 2017
Last day on which the Offer is open.

29 May 2017
Publication of a notice announcing the final results of the Offer by the AMF.

31 May 2017
Settlement and delivery of the Tender Offer. Starting on

8 June 2017
If applicable, Mandatory Buy-Out and Delisting.

Rio Grand pathway to Disney’s Hotel Cheyenne is closed

The refurbishment of Disney’s Hotel Cheyenne continues and they have now moved onto the blocks overlooking the river. 

This means a longer walk than usual to the hotel from the Disney Village.

The pathway along side Disney’s Hotel New York is now closed, so Guests need to cross the bridge towards Disney’s Sequoia Lodge Hotel and take the woodland riverside pathway alongside the Sequoia Lodge which emerges next to Disney’s Santa Fe Hotel.

From there walk past the second bridge over the river which is closed and head long the path towards the third bridge next to the crashed UFO.   

Here you can cross the river and enter the Hotel Cheyenne.

It’s a bit of a convoluted route but a nice and peaceful 40 minutes walk through the woods if your in one of the accommodation block nearest to the park.

Or join the crowds and squeeze onto the shuttle buses which run every 15 minutes.

StellaLou a new friend for Duffy launches at Tokyo Disney Resort

StellaLou the dancing bunny, a new friend of Duffy made her premier appearance at the Tokyo Disney Resort yesterday.



One day, Duffy saw a little girl bunny practicing a dance in front of the S.S. Columbia at American Waterfront.


He said, “It looks like she’s going to fall. Is she all right?”


The girl whose name is StellaLou said to him, “My dream is to become a dancer. ”

He said, “A dream is just something you have while you are sleeping, isn’t it?”

She said, “A dream is also to wish to become what you want to be in the future.”

She started to dance again.

He said, “You are shining like a star.”

She had a feeling that she could get just a little closer to her dream.

Credit: Life with Duffy & ShellieMay

CIAM accuses Disney of forcing out Minority Shareholders.

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Euro Disney S.C.A. investor hedge fund  Charity & Merger Arbitrage Fund managed by Charity Investment Asset Management (CIAM)  has written to individual members of the Disneyland Paris Supervisory Board  accusing the company of working with The Walt Disney Company to force out minority shareholders.

The Walt Disney Company  last month acquired a further 9%  stake in Euro Disney from Prince Alwaleed, the Saudi billionaire, at €2.00 a share, increasing its holding in the resort to 85.7%, and said it was offering the same price to shareholders  of the remaining shares.

Founded in 2009 by Catherine Berjal and Anne-Sophie d’Andlau, CIAM has long been critical of the scale of the royalty fees payable to The Walt Disney Company and has said that the €565 million depreciation in Euro Disney’s last accounts “would mean that the book value of the park is zero”.  The Euro Disney Group posted a record loss of €858 million last year.

CIAM  who are reported hold 1.4% of Euro Disney’s stock accuses Disney management of exploiting “a clear conflict of interest”, arguing that the write-down appears solely to facilitate the takeover bid.

Euro Disney and The Walt Disney Company have consistently dismissed the allegations as “utterly without merit”.

Disneyland Paris confirm CinéMagique to on close 30 March 2017

Disneyland Paris has today officially confirmed the closure of the Walt Disney Studios attraction CinéMagique.

Ending weeks of rumours the resort answered a question posted on the parks official @DLPHelp Twitter account by fan @PlazaGardens.


The popular journey through the world of cinema will close on the 30th March 2017 with a reopening  planned for the summer 2018.

A Marvel themed live action show is rumoured to be the replacement for CinéMagique.

Walt Disney Studios to host Star Wars Soirée on 5 & 6 May 2017


On 5th & 6th May 2017 Disneyland Paris will host a an exclusive Star Wars Soirée at the Walt Disney Studios Park from 8pm to 1am.

Tickets will cost €49 for both adults and children.  The party ticket will give you access to the parks from 5pm.

This will be the second time Disneyland Paris has hosted a Star Wars themed party, the first being in December 2016 to coincide with the launch of Star Wars: The Force Awkens.

There will also be the opportunity to ride Hyperspace Mountain in Discoveryland between 5pm – 10pm if you buy a special ticket for €64.

Bob Iger confirms the best way forward for Disneyland Paris is for The Walt Disney Company to become the sole owner.

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The Walt Disney Company (TWDC)  held their  2017 Annual Meeting of Shareholders yesterday at the Bellco Theatre in Denver, Colorado.  The Notice of the 2017 Annual Meeting and Proxy Statement can be downloaded here.

During the meeting a shareholder who has held stock in TWDC for 40 years asked a question about the long term future of the company and the takeover of Euro Disney by TWDC during the Q & A session of the meeting.

The Shareholder said that he was aware “That the company is talking about trying to acquire all the stock they can to be the majority shareholder.  The shareholder continued “Paris is a beautiful park that needs a huge investment, to be the park it should be”.

Michelle Obama And Disney CEO Robert Iger Hold News Conference On Disney's Nutritional Guidelines

Chief Executive Officer Bob Iger replied on  the proposed takeover of Disneyland Paris by The Walt Disney Company:

“We did make an announcement that we are attempting to buy in what is left of the public ownership of the that entity.  It was a business structure that was set up when we opened that had public shareholders and separate trading stock”.

“We believe we the best path forward in terms of managing that businesses successfully and creatively by the way,  is for us to be the primary owners, or the sole owners really of that business.  Because it will give us the ability to make the kind of investments we like to make to continue in its success”.

The Walt Disney Company announced its  proposed takeover of Disneyland Paris on 10 February 2017.  If the deal is approved by the French financial regulators  Autorité des marchés financiers (AMF).  Shareholders will be offered a cash price of €2.00 per share.

Last month Disney increased their stake in Euro Disney to 85.7% following the acquisition of 90% of  the Kingdom Holding Company’s investment in the resort.

Disney will be filing with the AMF their draft offer document on 29 March 2017.  The AMF is expected to make their decision on the proposal on 19 April 2017.

If the deal is approved a cash tender offer will launch on 21 April and will close on 19 May 2017, during this time Euro Disney shareholders will have the opportunity to sell their shares to TWDC for €2.00 per share.

Once the tender offer is completed and if Disney has acquired 95% of Euro Disney they will then commence a mandatory buy-out of the remaining Euro Disney  shareholders forcing them sell their shares to The Walt Disney Company.

The future of Euro Disney and last years results will be discussed at this years Euro Disney S.C.A. Annual General Meeting which will be held on 31 March 2017 at Disney’s Hotel New York Convention Centre at Disneyland Paris.    The future of the Euro Disney  Shareholders Club will also be announced at the meeting.

All shareholders of Euro Disney S.C.A. are entitled to attend the AGM and information about how to attend can be found here.

You can listen to the full audio webcast of yesterday’s Walt Disney Company Shareholders Meeting here:

All board the Disneyland Railroad with engineer Yasin Haÿdi.

In this months edition of the Disneyland Paris webcast We Are Disneyland we join Cast Member Yasin Haÿdi on the Disneyland Railroad.

Steam trains were one of Walt Disney’s biggest passions.  He even had his own railroad built in his garden, and the Disney Parks honour this great love.  Yasin drives one of the four steam locomotives at Disneyland Paris that travel around the Disneyland Park.

The day begins at the “roundhouse” (the building where the trains are kept), where the engineers stoke up the locomotives and take them onto the tracks. “They’re real steam locomotives but they run on diesel fuel instead of coal,” he explains . After a station master has checked the tracks for any obstacles, Yasin and his colleagues fire up the boiler.

The locomotive arrives at Main Street U.S.A. by 10 a.m. to take the first Guests on board. “There are lots of regulars – including train spotters – who are fascinated and love taking photos and talking to us”, says Yasin. “One young Guest loves Disneyland Railroad so much that he asked his parents to make him an engineer’s outfit. He comes to see us a lot and tells me that our job is unique!”

 “In the morning, when Disneyland Paris is empty and you look out over the streets from the train, you get a real sense of peace.”

A report from the March 2017 Euro Disney Shareholders Round Table meeting.

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On  Thursday 2 March 2017 twenty-one Euro Disney S.C.A. shareholders met with senior executives of the company  at  Disney’s Hotel New York, at Disneyland Paris for a Round Table meeting where the resorts financial results and the development strategy of the company were discussed.

APPAED (Association des Petits Porteurs d’Actions EuroDisney / Euro Disney Small Shareholders’ Association) was in attendance and here is a copy of their report of the meeting translated from French.

The following Euro Disney executives were in attendance to answer shareholders questions:

Catherine POWELL, President of Euro Disney
Mark STEAD, Senior Vice President and Cheif Financal Officer
Gilles DOBELLE, Managing Vice-President and General Counsel

Catherine POWELL introduced the session by presenting her personal journey.   Arriving at the head of Disneyland Paris for eight months, she has observed the functioning of this enterprise difficult to manage. It was  noted that, for cyclical political and economic difficulties, it is difficult to control the future of the Company.

The state of the treasury induced a choice: either to stop the investments or to restart the
discount bookings.

One solution is to have a better responsiveness and a certain agility: take control over and try to attract new visitors through complementary activities and little investments (like the Russian Christmas). We must aim for profitability.

This goes through:
– Better understanding the consumer
– Strive for excellence
– Build on the Cast Members and encourage them to take responsibility
– A distribution of the domains in the management team

The Q & A session then launched.

A first shareholder thanked Disney for having invested for 30 years in the Parks in Paris. There is as a quality requirement because the proposed prices are high. But it is an extraordinary experience. It must remain “magic” and it is necessary to use more the image of Mickey for France in Europe and the world.

One speaker asked what would really be put in place to achieve a level of excellence that is struggling to settle.

Catherine POWELL replied that the work had already begun. For example, some consumers by age or country to create targeted events at reasonable prices to attract new visitors.

A question about the future takeover bid is being asked.
Answer: “We can not speak for The Walt Disney Company (TWDC). What is important is that it will help pay down the debt and make investments.

A shareholder asks how the relationship with the Small Shareholders will continue after the takeover by the TWDC.  What will become of the Shareholders Club and its benefits?

Gilles DOBELLE replied that the link will continue with what the Small Shareholders represent, members of the Shareholders Club (approximately 3,600 members).

Catherine POWELL added that there is a reflection to launch something: it will be communicated during the General Assembly.

A participant asked if we could exchange our actions, like the Prince against DIS shares (Walt Disney Company shares)
Catherine POWELL replies that she can not speak for TWDC

Another participant asked whether from a legal point of view and to maintain equality of all shareholders, TWDC is not required to propose the same to all.

Gilles DOBELLE replied that TWDC had lawyers and that they had studied the operation well.

Mark STEAD added that this would be part of the mission of the independent expert chosen by the Council to verify that the transaction is fair.

A shareholder said that two years ago, the Supervisory Board advised to sell the shares for €1.25  and that now, while the financial situation is much worse and that Euro Disney Associés is no longer worth anything, the proposed price will be €2.00 Two years ago, shareholders were asked to put 20 times their starting investment to regain their level. Many did not participate. You continue to flout the Shareholders.

Mark STEAD reacts by saying that EDA is empty because of the depreciation of assets. The legal accounting obligation. It is the book value that is equal to zero.

The shareholder: “You have deliberately blacked out the situation. You report a deficit you are going to still be able to postpone “.

Catherine POWELL: “Treasury problems are recurring”

The Shareholder
: “The problems arise from the fact that one rushes to repay the debt. The
Balance sheet is lightened, but the Treasury is gone. If TWDC wanted it, it could provide the Treasury and accompany us. At the moment when we are outside, she begins to help ”

Mark STEAD concludes “we can not speak for TWDC”.

Another shareholder asks why he never tried to renegotiate the charges, the enormous fees for licensing, management and other technical costs.

Catherine POWELL replied that royalties correspond to property rights. It’s the business-model of TWDC –  they charge user fees.

Mark STEAD
adds “how can you say that we have never tried to renegotiate conventions, you have no proof”

From that point on, the questions were about the new annual passes.

– You pay more and more with fewer and fewer benefits

– The polls were biased because one had to choose between plague or cholera, so one had to choose the worst proposal

– You create a “gas plant” because if everyone takes an Infinity, it will soon be unmanageable, especially for priority areas, swimming pool …

– Fidelity is not taken into account

– The children were not taken into account, it would require a Pass Family

– If we lose the Pass, we are charged for its replacement and in addition we must wait at least three weeks to receive the new one resulting in a financial loss

Catherine POWELL
has noticed everything and they will investigate it all.

To finish a few questions about characters who do not speak English, about the price of the Brunch at the Inventions restaurant, a disappointment at the California Grill.  Catherine POWELL informs that they will collaborate with Franck SAVOY, the son of Guy SAVOY.

The last questions concerned the renovation of Cinémagique and the transformation of Snow White in Meet & Greet or Princess of a Day.  Changes are currently under discussion.

One shareholder asked  if they could not embellish the Disney Village, enlarge it.

In the end of the Round Table we did not learn much, but it gave us the knowledge that Catherine POWELL is very warm and good at communicating.