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:
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.