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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New Membership Criteria Of The Euro Disney Shareholders Club Announced

clubactionnaires

Euro Disney S.C.A. have today announced the new membership criteria for the Disneyland Paris Shareholders Club – Disney Le Club Actionnaires.

Applications for new memberships  will be accepted  from  Thursday, March 10, 2016, and new applicants and members wishing to renew will now need to hold a minimum of 1,000 Euro Disney S.C.A. shares. 

At today’s share price (€1.26) it will cost €1,260  /  £972.00 to become a new member of the Shareholders Club.

New applicants will be able to apply for membership to the Shareholders Club via the corporate Disneyland Pairs website here.

Existing members of the Club are not impacted by these new conditions if they renew their  membership within  60 days following their cards expiration date.    Following renewal, Shareholders cards will now be valid for 5 years for all Club members.

Current membership cards will remain valid up to the expiration date and will not be reproduced with the 5-year term.

However, members of the Club who joined between October 1st, 2005 and before March 10th, 2016 will have to meet  the new criteria of 1000 shares if they do not make by their renewal within 60 days after the expiration date of their membership card.

Members of the Shareholders Club who joined prior to  October 1st, 2005 a minimum holding  of five (5) Euro Disney S.C.A. shares is required to be a member.

The Shareholders Club has today published the below guide for existing members of the Club on their website following the new membership criteria announcement.

Membership criteria:

Starting from March 10th, 2016: the Shareholders Club is only accessible to individual Euro Disney S.C.A. shareholders holding a minimum of one thousand (1,000) Euro Disney S.C.A. shares (ISIN code: FR0010540740) in a bearer or in a registered form. The membership is free and valid for five (5) year and until the last day of the month expiration indicated on the card.

As a reminder, until March 9th, 2016: the Shareholders Club was accessible to individual Euro Disney S.C.A. shareholders holding a minimum of one hundred (100) Euro Disney S.C.A. shares (ISIN code: FR0010540740) in a bearer or in a registered form. The membership is free and valid now for five (5) years and until the last day of the month expiration indicated on the card.

Shareholders who fulfill the following conditions are exempt from these criteria:

Being members of the Shareholders Club an earlier date than October 1st, 2005 and justify at the time of their renewal request to the Shareholders Club, a holding of a minimum of five (5) Euro Disney S.C.A. shares.

Reminder:

Since October 1st, 2015, the temporary certificates are no longer delivered or accepted. Only the membership cards that include a magnetic strip (cards issued since October, 2012) are valid in the cash registers of shops, restaurants of Disneyland® Paris, at the gate to Salon Mickey and for purchase of parks tickets, annual passports (not available by internet).

Please consider making your renewal at most 60 days before the date of expiration.

Attention:

Members of the Shareholders Club who joined the Club prior to March 9th, 2016 must also renew their card at the earliest 60 days before the expiration of their card and at the latest 60 days after the expiration (versus an unlimited period before). After this delay, the new membership criteria (holding of a minimum of 1,000 shares) will apply.

 

Reminder on the modifications of the Shareholders Club general conditions:

Euro Disney S.C.A. reserves the right to modify without prior notice the general conditions and/or the eligibility conditions and/or the characteristics of the Shareholders Club, including the different types and levels of offers and discounts proposed to the members of the Shareholders Club.

Euro Disney S.C.A. also reserves the right to terminate Shareholders Club activities for any reason and at any moment, in which case it commits to honor all reservations made up to and including the dates benefitting from a Shareholders Club discount.

 

 

 

 

 

Kingdom Holding Participates in the Euro Disney recapitalization by injecting €49.2 Million.

Prince-Alwaleed-Grandchildren-at-Euro-Disney-Paris-Nov-2015

The Kingdom Holding Company confirmed today (18 November 2015) that they have fully participated in the Euro Disney S.C.A. Cash Tender Offer and Anti Dilution Mechanism as part of the  recapitalization rights issue.

The Saudi Arabian based Kingdom Holding Company chaired by HRH Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud  has injected an additional investment of €49.2 million by taking part in the  Euro Disney S.C.A. financial recapitalization plan  and therefore The Kingdom Holding Company maintains its 10% share of  Disneyland Paris.

Kingdom Holding Company with it’s 10% share is now the resorts second largest shareholder after The Walt Disney Company which now owns 76.7% of Disneyland Paris.

Source: Kingdom Holding Company

 

Anti Dilution Mechanism to launch 12 October 2015

Logo_Euro_Disney_SCAThe Euro Disney S.C.A. Shareholders Club wrote to shareholders  yesterday to remind them of the commencement of the anti dilution mechanism part of the recapitalization plan which is scheduled to start on the 12 October 2015 and will last until 10 November 2015.

The anti dilution mechanism alows shareholders to purchase additional shares from Euro Disney at 1.25 per share prorata of what they owned on 20 February 2015.

The AMF annouced yesterday that The Walt Disney Company now own 82.15% of Euro Disney S.C.A.  with a holding of 643,497,755 shares held  via it’s three subsidiary companies EDL Holding Company, EDI SAS and EDLC SAS.

Here is a breakdown of the holding by TWDC:

EDL Holding Company – 31.90% – 249,897,755 shares
EDI SAS – 25,12% – 196,800,000 shares
EDLC SAS – 25,12% – 196,800,000 shares

The below is not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan.


Euro Disney S.C.A. reminds its shareholders of the possibility to exercise, under certain conditions, a right to acquire Euro Disney S.C.A.’s shares, following the mandatory simplified tender offer, within the framework of the recapitalization plan.

Following the completion of the Offer, and as the final step in the implementation of the Euro Disney S.C.A. group’s recapitalization plan as announced on October 6, 2014, shareholders having the status of Eligible Shareholders (as defined below) have now the possibility to exercise their rights to acquire Company’s shares (the “RAS”).

The “Eligible Shareholders” are the individuals or legal entities (other than EDL Holding, EDI S.A.S. and EDLC S.A.S.) having the status of  being a Company shareholder at each of the three following dates:

(i)    on January 16, 2015, i.e., on the last trading day preceding the opening of the subscription period of the capital increase with shareholders’ preferential subscription right maintained implemented during the first quarter of 2015 (the “Rights Offering”);

(ii)    on February 20, 2015, i.e., on the date of settlement and delivery of the Rights Offering; and

(iii)    on October 2, 2015, i.e., the day following the date of settlement and delivery of the Offer (on the positions on October 1, 2015 in the evening observable on October 2, 2015 in the morning).

  • As further described below, the number of RAS that will be granted to each Eligible Shareholder will be pro rata to its shareholding in the Company’s share capital.
  • The information regarding both the allocation and the exercise of the RAS will be provided to each Eligible Shareholder by its authorized financial intermediary.
  • For further information concerning the terms and conditions of both the allocation and the exercise of the RAS, please refer to the press release published today and available on the Company’s website: http://timon.disneylandparis.com/corporate/en (section: related documents)

TWDC increases ownership of Disneyland Paris to 80.20%

Logo_Euro_Disney_SCA
At the close of trading on the Euronext yesterday (24 September 2015)  The Walt Disney Company had increased it’s ownership  of Euro Disney S.C.A.  to 80.20%.

The Walt Disney Company now own a total of 628,259,291 shares in Disneyland Pairs through their subsidiary the EDL Holding Company LLC.

This increase is a rise of 1.30% as of 12 August 2015 when TWDC held a  78.90% stake in the company.  A breakdown of Euro Disney shareholders as of 12 August 2015 is available here.

Source: APPAED (Association des Petits Porteurs d’Actions EuroDisney)

Euro Disney recapitalisation Phase 4 to start 1 October 2015

Logo_Euro_Disney_SCAWith Phase 3 of the Euro Disney S.C.A. Cash Tender Offer ending on 24 September 2015,  the results of the cash tender offer will be released on 28 September 2015.

Phase 4 will then begin 6 days later and will last for 30 days.  Phase 4 of the Euro Disney recapitalisation is the anti dilution mechanism, which gives shareholders the right to buy EDL shares at €1.25 in proportion of what they already own.

EDL shares closed at €1.31 on the Euronext yesturday.

Phase 3 of the Euro Disney public offering to close on 24 September 2015

Logo_Euro_Disney_SCAFollowing the ruling by the Paris Court of Appeal on 8 September 2015 the AMF announced today in document number 215C1279 that Phase 3 of the Euro Disney S.C.A. public offering will closed on 24 September 2015.

The AMF’s decision follows the Paris Appeal Courts rejection of the appeal made in April by CIMA (Charity & Merger Arbitrage Fund) against the decision made by the AMF to authorize the Euro Disney mandatory cash tender offer which is part of the Disneyland Paris recapitalization plan by The Walt Disney Company.

The Euronext Paris will publish a detailed timetable for the closure of the offer in due course.

Source: AMF and Association des Petits Porteurs d’Actions EuroDisney.