The Walt Disney Company Announces its Intention to Launch a Tender Offer for all Remaining Euro Disney Shares and a mandatory buy-out if the 95% threshold is reached.

TWDClogoLogo_Euro_Disney_SCAThe Walt Disney Company released a  Press Statement this morning advising of Disney’s intention to purchase all the remaining shares in Euro Disney S.C.A. and support a recapitalization of up to €1.5 billion for the Euro Disney group of companies to enable the Group to continue implementation of improvements to Disneyland® Paris, reduce debt and increase liquidity.


– The Walt Disney Company (“Disney“) announces the acquisition of 90% of Kingdom Holding Company’s (“Kingdom”) interest in Euro Disney S.C.A. (“Euro Disney”), representing 9% of Euro Disney’s outstanding shares.

– The proposed transaction will increase Disney’s interest in Euro Disney to 85.7% from 76.7%.

– The price for the transaction is €2.00 per share and will be paid in shares of Disney common stock.  

Disney also announces its intention to make a cash tender offer for all remaining outstanding shares of Euro Disney at a price of €2.00 per share, representing a 67% premium to Euro Disney’s trading price at its close on February 9, 2017.

– Subsequent to the completion of the tender offer, Disney is committed to support a recapitalization of up to €1.5 billion for the Euro Disney group of companies (“Group”) to address the Group’s financial needs.

PARIS, Feb. 10, 2017 – Today The Walt Disney Company (“Disney“) announced that it will acquire through one of its subsidiaries 90% of Kingdom Holding Company’s (“Kingdom”) shares in Euro Disney S.C.A. (“Euro Disney”) at a price of €2.00 per share, increasing its interest in Euro Disney to 85.7%.  Disney also announced that this subsidiary intends to make a cash tender offer for all remaining outstanding shares of Euro Disney at a price of €2.00 per share, representing a 67% premium to the trading price at the close on February 9, 2017.  Moreover, Disney has informed Euro Disney that it is committed to support a recapitalization of up to €1.5 billion for the Euro Disney group of companies (“Group”) to enable the Group to continue implementation of improvements to Disneyland® Paris, reduce debt and increase liquidity.

As previously reported by Euro Disney, despite the recapitalization announced in 2014 that enabled the Group to make attraction and hotel improvements which have generated positive guest feedback and set the stage for the Resort’s 25th Anniversary celebration this year, the Group’s financial condition has been significantly and negatively impacted by the November 2015 events in Paris and the challenging business conditions that continued through 2016 in France and throughout Europe.  The comprehensive proposal announced by Disney affords maximum flexibility to shareholders, addresses the Group’s financial needs and reflects its ongoing support for the long-term success of Disneyland® Paris.

Euro Disney’s Supervisory Board has expressed its support of these developments, and its interest in evaluating this proposal.  The Board has asked its audit committee, which is comprised solely of independent members, to make a recommendation for the appointment of an independent expert to deliver a fairness opinion in connection with the proposed tender offer.

Transaction Details:
The acquisition of Euro Disney shares will occur through an off-market block trade and is scheduled to close on February 15, 2017.  The purchase price of €2.00 per share will be paid in shares of Disney common stock, based on Disney’s closing price on the New York Stock Exchange on February 14, 2017 and the Euro-U.S. exchange rate published by the European Central Bank on the same day.  The seller will be Kingdom 5-KR-11, Ltd, a subsidiary of Kingdom, and the purchaser will be EDL Holding Company, LLC (“EDL”), a wholly-owned subsidiary of Disney through which Disney historically has held its interest in Euro Disney.  As a result of this transaction, Kingdom’s ownership interest in Euro Disney will decrease from 10.0% to 1.0%.

In connection with this transaction, EDL intends to make a voluntary tender offer for all of the Euro Disney shares not already owned by Disney subsidiaries at a cash price of €2.00 per share.  If EDL and the other Disney subsidiaries acting in concert with it collectively own at least 95% of Euro Disney’s common shares following completion of the voluntary tender offer, EDL will promptly proceed with a mandatory buy out and delisting of the Euro Disney shares from Euronext Paris.  An indicative timetable is attached to this press release.

Disney has also informed Euro Disney that it is committed to support a recapitalization of up to €1.5 billion as described below:

–  If Euro Disney remains a listed company, Disney would expect the recapitalization to take the form of a subscription by the applicable Disney subsidiaries of their pro-rata share of a €1.23 billion rights offering by Euro Disney together with a backstop of (and at the same price as) the rights offering by one or more of such subsidiaries, ensuring that Euro Disney will be able to raise the full amount contemplated by the rights offering, combined with a direct €270 million cash investment in equity at the level of Euro Disney Associés S.C.A., the main operating subsidiary of Euro Disney, and contribution of the proceeds of the rights offering by Euro Disney to Euro Disney Associés S.C.A. to maintain the ownership level of Euro Disney Associés S.C.A. by Euro Disney at its current 82%.  Proceeds would be used to enable the Group to continue implementation of improvements to Disneyland Paris, repay most or all of the Group’s indebtedness and increase liquidity.  The rights offering described above would be subject to the prior approval of Euro Disney’s shareholders at a shareholders’ meeting.

–  If Euro Disney is delisted, Disney would expect the recapitalization to be in the same amount and to also consist entirely of equity contributions to the Group, but the allocation of such contributions between Euro Disney and its subsidiaries could vary compared to what is described above.  The proceeds would be used for the same purposes as described above.

The proposed tender offer will be subject to review and clearance by the Autorité des marchés financiers of a Tender Offer Prospectus (Note d’information).  In addition, any rights offering will be subject to review and clearance by the Autorité des marchés financiers of an Offering Prospectus (Note d’opération).

About The Walt Disney Company
The Walt Disney Company, together with its subsidiaries and affiliates, is a leading diversified international entertainment and media enterprise with the following business segments: media networks, parks and resorts, studio entertainment, and consumer products and interactive media.  Disney is a Dow 30 company and had annual revenues of $55.6 billion in its Fiscal Year 2016.

About Kingdom Holding Company
Founded in 1980, Kingdom Holding Company is a publicly traded company, which was listed on Tadawul (the Saudi Stock Exchange) in 2007.  Kingdom Holding Company is one of the world’s most successful and diversified business organizations, highly respected in the field of investments and recognized as an elite player regionally and internationally.

About Euro Disney S.C.A.
Euro Disney S.C.A. is the holding company for Euro Disney Associés S.C.A., the primary operating company of Disneyland® Paris.  Disneyland Paris is comprised of the Disneyland® Park, the Walt Disney Studios® Park, seven themed hotels with approximately 5,800 rooms (excluding approximately 2,700 additional third-party rooms located on the site), two convention centers, the Disney Village®, a dining, shopping and entertainment center, and golf courses.  Euro Disney S.C.A. is also responsible for the development of the 2,230-hectare property including and surrounding Disneyland Paris. Euro Disney S.C.A.’s shares are listed and traded on Euronext Paris.

FORWARD-LOOKING STATEMENTS

This press release includes forward-looking statements, including forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the proposed tender offer, all statements regarding The Walt Disney Company’s or EDL Holding Company, LLC’s expected future financial position, results of operations, cash flows, dividends, financing plans, business strategy, budgets, capital expenditures, competitive positions, growth opportunities, plans and objectives of management, and statements containing the words such as “anticipate,” “approximate,” “believe,” “plan,” “estimate,” “expect,” “project,” “could,” “would,” “should,” “will,” “intend,” “may,” “potential,” “upside,” and other similar expressions. Statements in this press release concerning the business outlook or future economic performance, anticipated profitability, revenues, expenses, dividends or other financial items, and product or services line growth of The Walt Disney Company or EDL Holding Company, LLC, together with other statements that are not historical facts, are forward-looking statements that are estimates reflecting the best judgment of The Walt Disney Company or EDL Holding Company, LLC based upon currently available information.

Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from The Walt Disney Company’s or EDL Holding Company, LLC’s expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and are subject to a significant business, economic and competitive risks, uncertainties and contingencies, many of which are unknown and many of which The Walt Disney Company or EDL Holding Company, LLC is unable to predict or control. Such factors may cause The Walt Disney Company’s or EDL Holding Company, LLC’s actual results, performance or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risk factors discussed or identified in public filings that have been, or will be, made by The Walt Disney Company (or EDL Holding Company, LLC as the case may be) with the French Autorité des marchés financiers (the “AMF”) and/or the United States Securities and Exchange Commission (the “SEC”) from time to time. The Walt Disney Company and EDL Holding Company, LLC caution investors that any forward-looking statements made by The Walt Disney Company or EDL Holding Company, LLC are not guarantees of future performance. The Walt Disney Company and EDL Holding Company, LLC disclaim any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.

OTHER IMPORTANT INFORMATION

The documentation relating to the proposed tender offer – if filed – will include the terms and conditions of the tender offer, which will be submitted to the Autorité des marchés financiers. It is strongly recommended that investors and shareholders located in France read, when available, the documentation relating to the tender offer, as well as any amendments to those documents, as they will contain important information about The Walt Disney Company, EDL Holding Company, LLC, Euro Disney S.C.A. and the proposed transaction.

This press release must not be published, broadcast or distributed, directly or indirectly, in any country in which the distribution of this information is subject to legal restrictions. The tender offer will not be open to the public in any jurisdiction other than France in which its launch is subject to legal restrictions.

The release, publication or distribution of this press release in certain countries may be subject to legal or regulatory restrictions. Therefore, persons located in countries where this press release is released, published or distributed must inform themselves about such restrictions and comply with them. The Walt Disney Company, EDL Holding Company, LLC and Euro Disney S.C.A. disclaim any responsibility for any violation of such restrictions.

Tender Offer – Indicative Timetable

February 10, 2017

Press release announcing the intention of EDL Holding Company, LLC (the “Bidder”) to make a tender offer at €2.00 per Euro Disney share.

March 29, 2017

Filing with the AMF of the Bidder’s draft offer document.

Public posting of the Bidder’s draft offer document on the AMF’s website (http://www.amf-france.org) and on the website of Euro Disney (the “Company”) (http://corporate.disneylandparis.com).

Publication by the Company of a press release containing the main terms of the draft Offer on its website.

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 (http://www.amf-france.org) and on the Company’s website (http://corporate.disneylandparis.com).

Publication by the Company of a press release containing the main terms of its draft Response Document.

April 19, 2017

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

April 21, 2017

Opening of the Offer.

May 19, 2017

Last day on which the Offer is open.

June 1, 2017

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

June 5, 2017

Settlement and delivery of the Offer.

Starting on June 12, 2017

If applicable, mandatory buy-out and Delisting.

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Two Disneyland Paris executives awarded Diversity Journal 2016 Women Worth Watching awards

Catherine Powell, Euro Disney S.A.S. President and  Euro Disney Supervisory Board Member Tricia Wilber  have both been awarded  Diversity Journal 2016  Women Worth Watching awards.

Awarded to women of purpose and drive who represent diversity within their spheres of influence, the Diversity Journal 2016  Women Worth Watching awards celebrate the achievements and personalities of leading women executives.

The Women Worth Watching awards are nominated by their colleagues, peers, and mentors for their initiative and achievements

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Catherine Powell
Disneyland Paris
PRÉSIDENTE OF EURO DISNEY S.A.S.

Leader Driving Success at Disneyland Paris

As a leader within one of the world’s most admired companies, The Walt Disney Company, Catherine Powell is widely respected both internally and within international communities.

Taking the reins this summer as Présidente of Euro Disney S.A.S., the management company of Disneyland Paris, Powell demonstrates boundless passion, energy and curiosity. Her colleagues say she is continually pushing boundaries and inspiring others to success.

Powell is an experienced Disney leader with over 12 years in global roles throughout Europe, the Middle East, Africa, and Asia-Pacific. Most recently, she was managing director in Australia and New Zealand (ANZ), driving extraordinary growth at Disney during her tenure and leading the region to be one of the company’s top performers among developed countries. In ANZ, she was accountable for driving the company’s strategy; coordinating, leading and expanding all company business divisions; overseeing Disney global franchises including Pixar, Princess, Marvel, and Star Wars; and seeking out new business opportunities in the region.

A key focus for Powell has been consumer engagement and creating innovative opportunities for fans to connect with Disney’s stories, characters and brands through both physical and digital experiences. She has led the development of multiple Disney consumer activations with organizations such as the Sydney Opera House, Royal Botanic Gardens in Sydney and Melbourne, The State Theatre, Tennis Australia, and the Australian Grand Prix Corporation. She was also elected to the Chief Executive Women in Australia and serves as a member of the Sydney Opera House Trust.

Earlier in her career, she led the Disney Media Distribution division in EMEA; served as Disney Media Distribution’s senior vice president, Sales – UK, Ireland, Nordic, Benelux and Israel; and prior to that, the executive director – Sales, UK and Ireland. Before joining Disney, Powell worked for BBC Worldwide for seven years, holding various senior TV sales roles across the Middle East and Europe.

During her career at Disney, her leadership has consistently inspired her teams to deliver results and initiatives that set new benchmarks for success. Powell is seen as a role model to many who have worked with her, and in particular, to other female leaders. “I think it is critical that female leaders have the ability to engage and empower women to believe in themselves and be great at what they do; and to have the qualities of positivity and optimism. Never be afraid of thinking differently and taking risks,” she said.


 

tricia-wilber-disney-2013-304

Tricia Wilber
The Walt Disney Company EMEA
EVP, CMO AND GM OF DISNEY MEDIA +, EMEA

Strategic Leader Driving Results across EMEA

Tricia Wilber is a top strategic leader who is widely respected across global markets.

As chief marketing officer for The Walt Disney Company EMEA, Wilber is responsible for the creation, implementation and oversight of Disney’s integrated marketing organization throughout Europe, the Middle East, and Africa. She has been instrumental to the implementation of the ‘one voice, one vision’ model in EMEA, as well as driving partnerships across the region.

As a member of Disney’s EMEA executive management team, Wilber helps set the strategic direction for the company, which she ultimately translates into marketing strategies, priorities, budgets, and plans for driving execution regionally and locally.

She oversees the franchise management organization, which is dedicated to building and managing regional business plans for key franchises and properties. She also leads Disney Media Plus – orchestrating EMEA’s Advertising Sales business and third party partnerships.

During her tenure with Disney, Wilber has held various roles driving significant change from business-led leadership into an integrated approach to marketing and franchises. Her colleagues describe her as a highly respected leader and change agent with an ability to bring people together for successfully driving change in business models. Her well-rounded career has provided her the opportunity to create, plan, market, sell, and ultimately lead business operations that deliver profitable products.

Earlier in her career, Wilber was with the Disney Media Advertising Sales and Marketing Group, where she led the structure that drove advertising sales, marketing, and promotions for Disney’s kid-driven and family-inclusive TV platforms, its online offerings, its kid-focused publishing business and its kid-and mom-focused radio and publishing platforms. Her other roles include senior vice president of advertising sales and promotion for Disney ABC Cable Networks Group, vice president of national accounts for ABC Cable Networks Group, and vice president of business development with ABC Cable Networks Group.

Wilber said her biggest career move was relocating to London after a career exclusively in the U.S. and taking the CMO job for a region with over 40 countries. “What I learned from it was that there are many important differences between cultures and the way people interpret the same message however, the underlying human characteristics are surprisingly the same,” she said.