Disneyland Paris shareholders in France have been receiving a letter from Euro Disney President Catherine Powell regarding the Simplified Cash Tender Offer or Euro Disney by The Walt Disney Company.
EURO DISNEY S.C.A.
May 11th 2017
As you know, the consequences of the sad events of the last two years in France and a difficult situation for the tourism industry have placed Disneyland® Paris in an uncertain financial position.
To support us, The Walt Disney Company announced in February that it would support a recapitalization of up to 1.5 billion euros. We welcome this proposal, which will provide the necessary funds to enable the Euro Disney Group to continue the necessary investments to be made on the site.
This recapitalization is essential for the Euro Disney group. However, realizing this recapitalization through a simple capital increase would have forced you either to pay your share (pro rata) of the capital contribution of 1.5 billion euros, or to see your participation considerably diluted.
Understanding that the shareholders of Euro Disney S.C.A. may not want to choose between contributing to the recapitalization or seeing their participation considerably diluted. The Walt Disney Company, by some of its subsidiaries, offers shareholders another option by proposing to purchase your Euro Disney S.C.A. shares until June 8, 2017 at a price of 2 euros per share. This price represents a premium of 67% compared to the share price at the close of the market on the day preceding the announcement of the offer in February 2017 and is equivalent to the price recently paid to Kingdom Holding in respect of The sale of 90% of its stake in Euro Disney SCA. An independent financial expert appointed by the Supervisory Board of Euro Disney SCA in order to evaluate the offer concluded, on the basis of the various valuation criteria used, that the price of 2 euros per share is fair. A full copy of the report of the independent expert is available on the websites http://corporate.disneylandparis.fr and https://eurodisney-opa.com; You are invited to read it carefully to understand the valuation criteria and sensitivity analyzes used by the independent expert. On the basis of the independent expert’s assessment, the independent members of the Supervisory Board unanimously considered the offer to be in the interest of Euro Disney SCA, its employees and Shareholders and recommended that shareholders tender their shares into the offer.
I think you should consider this offer carefully. Further details can be found in the offering memorandum, Euro Disney’s reply note and the other documents published in connection with the offer, all of which are available on the websites http: // Corporate.disneylandparis.fr and https://eurodisney-opa.com. In addition, a telephone line (no.: 00 800 64 74 56 30) has been set up to answer any questions you may have about the offer. Finally, I draw your attention to the fact that, as described in the above-mentioned information circular and note in reply, if you decide to tender your shares and wish to receive repayment, Your brokerage fees and, if applicable, the payment of a price supplement in accordance with the terms and conditions set out in these notes, you will be required to tender your securities to the Semi-centralized procedure.
We are grateful for your support and passion for Disneyland Paris, and look forward to seeing you soon in the year of our 25th anniversary.
President of Euro Disney S.A.S
Translation by Elliot James-Gordon Minto.