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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Euro Disney anti-dilution mechanism.

Logo_Euro_Disney_SCALe Club Actionnaires, the Disneyland Paris shareholders club has e-mailed shareholders this week with further details about the anti-dilution mechanism, the final step in the implementation of the Euro Disney S.C.A.  recapitalization plan.

The below article is not for publication, release or distribution directly or indirectly in the United States of America, Canada, Australia or Japan.


The Shareholders Club informs you:

Marne-la-Vallée, October 15, 2015 

Anti-dilution mechanism

Following the completion of the mandatory tender offer, shareholders having the status of Eligible Shareholders have now the possibility to acquire Euro Disney S.C.A.’s shares, previously subscribed by two subsidiaries of The Walt Disney Company in the context of the reserved capital increases completed in February 2015, so that they have the opportunity to maintain their shareholding percentage at the same level as before the launch of the recapitalization plan of Euro Disney S.C.A.

To do so, eligible shareholders have the possibility to exercise their right to acquire shares (RAS).

This is the final step in the implementation of the Euro Disney S.C.A. group’s recapitalization plan.

Example: You held 100 shares on January, 16th 2015. So you received 100 PSRs.

1.   Capital Increase with PSRs
(from Jan. 19 to Feb. 6, 2015)

  • If you have chosen to exercise all your PSRs on the basis of 9 new shares for each PSR held, you received 900 new shares.
  • After the capital increase with PSRs maintained, you owned 1,000 shares

2.   Mandatory Public Tender Offer (MTO)
( March 18 to Sept.24, 2015)

  • If you have decided to sell 200 shares in the MTO, you kept 800 shares.

3.   Anti-dilution Mechanism
(from Oct. 12 to Nov. 10, 2015)

  • The number of your attributed RAS and thus the maximum number of shares you can acquire is equal to the lower of the number of shares held at the date of settlement and delivery of the capital increase with PSRs, and the number of shares held at the end of the MTO, multiplied by a ratio of 1.00984.
  • In the example, the lower number of shares held is 800. Once multiplied by the ratio, the number of RAS equals 807. Thus, you will be able to acquire a maximum of 807 shares at a price of €1.25 per share.

Questions & Answers

1) Will I have to pay some fees if I exercise my RAS?

  • In principle, most of the financial intermediaries do not charge any fees for the exercise of the RAS.
  • You should contact your financial intermediary if you hold your shares in a bearer or administered registered form.
  • If you hold registered shares, no fees will be charged for the exercise of the RAS.

2) How will I be informed about the maximum number of shares I can acquire?

  • You will receive – either from your financial intermediary or from Société Générale Securities Services if you hold registered shares – a notice of operation indicating the maximum number of shares you can acquire.

3) If I wish to maintain my ownership percentage in Euro Disney S.C.A., what do I need to do?

  • You had to fully exercise your preferential rights during the capital increase, not sell any shares during the mandatory tender offer and you have to fully participate in the anti-dilution mechanism.

4) When do I have to pay for the new shares and when will I receive the shares on my securities account?

  • You will have to settle payment for the shares at the time your exercise notice is received by your financial intermediary.
  • The shares will be delivered to you during the settlement and delivery planned on November 17th, 2015.

Do not forget to take into consideration, in your computation, your personal tax situation and any social charges.

Characteristics of the RAS

Acquisition price
€1.25 per share

Eligibility

  • Shareholders who hold at least one Euro Disney S.C.A. share on January 16th, 2015 February 20, 2015, and also on October 2nd, 2015

Characteristics

  • Rights to acquire Euro Disney S.C.A. shares will be allocated to each eligible shareholder* and will be an opportunity, for the eligible shareholders, to acquire a certain number of shares issued in the context of the reserved capital increases in February 2015.
  • The RAS will be personal, non-negotiable and non-transferable.

Maximum number of shares that can be acquired by an eligible shareholder.

  • The number of RAS that will be granted to each eligible shareholder will be proportional to his shareholding in the Euro Disney S.C.A. share capital and is equal to the lower of the number of shares held at the date of settlement and delivery of the capital increase with PSRs, and of the number of shares held at the end of the MTO, multiplied by a ratio of 1.00984.
  • Each RAS will entitle an eligible shareholder to acquire one share at a price per share of €1.25 during the exercise period of the RAS.
  • The final number of shares than can be acquired will be rounded down to the nearest whole number.

Key dates and procedures for the exercise of RAS

  • The definitive number of DAA attributed to each Eligible Shareholder will be calculated by his financial intermediary at the latest on October 8th, 2015.
  • The eligible shareholders will be able to exercise their DAA from October 12th, 2015 to November 10th,
  • The offer relating to the RAS is being made only in France and in the United Kingdom.
  • The exercise of their RAS by the Eligible Shareholders should be made by addressing an exercise notice to their financial intermediary.

* Other than EDL Holding, EDI S.A.S. and EDLC S.A.S.

** On the positions on October 1, 2015 in the evening observable on October 2, 2015 in the morning

*** Shareholders who will not exercise their RAS will experience a dilution of their ownership in the Euro Disney S.C.A. share capital due to the implementation of the reserved capital increases.

Where to get more information?

On the website : http://timon.disneylandparis.com/corporate/en 

Contact your usual financial intermediary if shares are bearer or in the administered nominative and Société Générale Securities Services if your shares are in the pure nominative.

Toll-free number: 00 800 64 74 56 30 (Free number from the landlines and national operators since France, Germany, the United Kingdom, Belgium, Netherlands, Spain and Italy), from 9:30 am till 5:30 pm from Monday to Friday.

This document is an advertisement and not a prospectus for the purposes of the Prospectus Directive (2003/71/EC, as amended) and investors in the European Economic Area should not subscribe for or purchase any transferable securities referred to in this document except on the basis of information contained in the prospectus (the “Prospectus”) relating to the Rights Offering, the Reserved Capital Increases and the RAS (as defined below) approved under visa no. 15-021 by the Autorité des marchés financiers (the “AMF”) on January 14, 2015 and passported in the United Kingdom on January 15, 2015. The Prospectus was published in accordance with the Prospectus Directive as implemented in France. Copies of the Prospectus are available free of charge at Euro Disney S.C.A.’s registered office, 1 rue de la Galmy – 77700 Chessy, France, on Euro Disney S.C.A.’s website (http://corporate.disneylandparis.com), as well as on the AMF’s website (www.amf-france.org). Additional documents relating to the transactions implemented in connection with the recapitalization of the Euro Disney group are also available on Euro Disney S.C.A.’s website (http://corporate.disneylandparis.com).
This press release must not be published, released or distributed, directly or indirectly, in the United States of America, Canada, Japan or Australia. This press release and the information contained herein do not constitute an offer to sell or subscribe, nor the solicitation of an order to purchase or subscribe, securities in the United States of America.
The release, publication or distribution of this press release in certain jurisdictions may be restricted by laws or regulations. Persons in such jurisdictions into which this press release is released, published or distributed must inform themselves about and comply with such laws or regulations.
The offer relating to the RAS mentioned in this press release is not being made, directly or indirectly, through mails, means or instruments of foreign commerce or interstate, or any facilities of a national securities exchange, in the United States of America and can only be accepted outside the United States of America.

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)

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.

EURO DISNEY S.C.A. Fiscal Year 2015 Third Quarter Results

Euro Disney S.C.A. have published their results for the third quater of the fiscal year 2015.  The highlights are below and the full report can be downloaded from the Group’s website here.

Logo_Euro_Disney_SCAEURO DISNEY S.C.A.
Fiscal Year 2015

Third Quarter Announcement
Nine Months Ended June 30, 2015

  • Third quarter revenues were up 6% to €360 million and nine-month year-to-date revenues increased 9% to €951 million due to higher guest spending and volumes in both theme parks and hotels.
  • The Group continues to invest in the guest experience, with the new Frozen Summer Fun celebration launching during the third quarter

(Marne-la-Vallée, August 4, 2015) Euro Disney S.C.A. (the “Company”), parent company of Euro Disney Associés S.C.A., operator of Disneyland® Paris, reported today the revenues for its consolidated group (the “Group”), for the third quarter of fiscal year 2015 (the “Third Quarter”), as well as the revenues for the nine months ended June 30, 2015.

Commenting on the results, Tom Wolber, Président of Euro Disney S.A.S., said:

“We are pleased with the solid revenue performance this quarter driven by higher guest spending, attendance and occupied room nights. However, we also continue to incur higher costs reflecting our commitment to invest in the guest experience, which offset the improved resort performance. In June, we launched the Frozen Summer Fun celebration and this, along with our hotel and park refurbishment program, is a continuation of our multi-year strategy to improve the guest experience.

I would also like to recognize our talented team of Cast Members who are fully mobilized on our numerous enhancement projects behind the scenes, as well as those on stage who bring the Disney magic to life and create special moments for our guests.”

REVENUES BY OPERATING SEGMENT FOR THE THIRD QUARTER

Resort operating segment

Revenues increased 6% to €359.1 million, compared to €339.2 million in the prior-year quarter.

Theme parks revenues increased 7% to €209.9 million from €196.4 million in the prior-year quarter due to a 5% increase in average spending per guest and a 2% increase in attendance.

The increase in average spending per guest resulted from higher spending on admissions, food and beverage and merchandise. The increase in attendance was due to more guests visiting from the United Kingdom and France, partly offset by fewer guests visiting from Spain.

Hotels and Disney Village® revenues increased 6% to €141.0 million from €133.5 million in the prior-year quarter due to a 3% increase in average spending per room, a 1.9 percentage point increase in hotel occupancy and a 7% increase in Disney Village revenues. The increase in average spending per room resulted from higher daily room rates and higher spending on food and beverage, partly offset by lower spending on merchandise.

The increase in hotel occupancy was attributed to 10,000 additional room nights sold compared to the prior-year quarter due to more guests visiting from France and the United Kingdom, partly offset by fewer guests visiting from Spain.   The increase in Disney Village revenues was driven by higher spending on merchandise.

Other revenues decreased by €1.1 million to €8.2 million, from €9.3 million in the prior-year quarter, mainly due to lower lease revenues due to the termination of a lease agreement related to office space located in the Walt Disney Studios® Park.

Real estate development operating segment

Revenues increased by €0.1 million to €0.4 million, compared to €0.3 million in the prior-year quarter. During the Third Quarter, the Group’s total revenue growth was offset by an increase in costs and expenses compared to prior-year quarter, mainly due to costs related to the enhancement of the guest experience, costs associated with higher resort volumes, as well as labor rate inflation.

REVENUES BY OPERATING SEGMENT FOR THE NINE MONTHS ENDED JUNE 30, 2015

Resort operating segment

Revenues increased 9% to €950.3 million from €870.1 million in the prior-year period.

Theme parks revenues increased 11% to €551.0 million from €494.7 million in the prior-year period due to a 7% increase in average spending per guest and a 4% increase in attendance. The increase in average spending per guest resulted from higher spending on admissions, food and beverage and merchandise. The increase in attendance was due to more guests visiting from the United Kingdom, France and Spain.

Hotels and Disney Village® revenues increased 7% to €373.9 million from €348.1 million in the prior-year period due to a 3.8 percentage point increase in hotel occupancy, an 8% increase in Disney Village revenues and a 2% increase in average spending per room.

The increase in hotel occupancy was attributed to 60,000 additional room nights sold compared to the prior-year period, resulting from more guests visiting from the United Kingdom and France.

The increase in Disney Village revenues was due to higher resort volumes and higher spending on merchandise. The increase in average spending per room was due to higher spending on food and beverage and higher daily room rates, partly offset by lower spending on merchandise.

Other revenues decreased by €1.9 million to €25.4 million from €27.3 million in the prior-year period, mainly due to lower lease revenues due to the termination of a lease agreement related to office space located in the Walt Disney Studios® Park.

Real estate development operating segment

Revenues decreased by €1.7 million to €1.0 million from €2.7 million in the prior-year period. This decrease was due to lower land sale activity than in the prior-year period. Given the nature of the Group’s real estate development activity, the number and size of transactions vary from one year to the next.

For the nine months ended June 30, 2015, the Group’s total revenue growth was offset by an increase in costs and expenses compared to prior-year period, mainly due to costs associated with higher resort volumes, costs related to the enhancement of the guest experience, as well as labor rate inflation.

UPDATE ON RECENT AND UPCOMING EVENTS

The Jedi Training Academy opens at Disneyland® Paris

Starting July 11, the Jedi Training Academy opened its doors at Disneyland® Paris to aspiring kids aged 7 to 12 to learn to use the Force from a true Jedi Master. Guests visiting Disneyland Paris will also meet the heroes of the epic Star Wars saga through a unique and interactive experience that the whole family can enjoy.

Frozen returns, creating the coolest summer

Since June 1, Disneyland Paris celebrates a Frozen Summer Fun with a brand new show, an ice-themed musical production combining singing and dancing with guest participation. The famous sisters, Anna and Elsa, along with their faithful companions, Kristoff and Olaf the funny snowman, take to the stage to bring the show to life and expand the unique experience of Frozen live.

Mandatory Tender Offer

During the first half of fiscal year 2015, the Company completed share capital increases as part of the Group’s recapitalization and debt reduction plan that was announced on October 6, 2014 (the “Recapitalization Plan”). For more details on the different steps of the Recapitalization Plan, please refer to the press releases and the other documents related to this plan, which are available on the Group’s website (http://corporate.disneylandparis.com).

Following the Company’s capital increases, EDL Holding Company, LLC, Euro Disney Investments S.A.S. and EDL Corporation S.A.S. reported that their interests in the Company crossed certain thresholds. As a result, they were required to launch a mandatory tender offer for the Company’s shares that they did not own (the “Mandatory Tender Offer”). The French Autorité des marchés financiers (the “AMF”) issued its clearance decision (décision de conformité) on this Mandatory Tender Offer on March 31, 2015.

The Company was informed that an appeal against the AMF clearance decision has been filed on April 9, 2015 with the Court of Appeal of Paris (Cour d’appel de Paris). In notices no. 215C0446 dated April 14, 2015 and no. 215C0637 dated May 15, 2015, the AMF has indicated that, pending the decision of the Court of Appeal of Paris, the Mandatory Tender Offer has been extended at least 8 days after this decision. The Court of Appeal of Paris will render its decision on September 8, 2015.

For more details on the Mandatory Tender Offer, please refer to the press release and the other documents which are available on the Group’s website (http://corporate.disneylandparis.com).

OPO Delayed by AMF

Logo_Euro_Disney_SCA

With the news that the Disneyland Paris OPO has been delayed by the AMF, let’s have a look where things stand with the Euro Disney recapitalization.  As of 27 February 2015, the shareholding of Euro Disney S.C.A. as reported to the AMF was:

THE WALT DISNEY COMPANY: 72.34%  (566,675,040 shares)
INVESCO:                  2.7%   ( 21,105,711 shares)*
MORGAN STANLEY:           5.52%  ( 43,226,389 shares)
KINGDOM HOLDING COMPANY:  4.98%  ( 38,976,490 shares)
Prince ALWALEED

 *It was wrongly reported earlier this month that INVESCO had sold all their shares but this appears not to be the case.  On the 27 February they held 2.7% of Euro Disney.  This news appears to have been reported due to the confusing way the AMF have been publishing their reports.

The Bank MORGAN STANLEY informed the AMF on 27 February 2015 that they now hold 5.52% of Capital in Euro Disney.  Other operations by Morgan Stanley have also been the subject of statements made public by the AMF on the 4 and 5 March when the term Equity Swaps appears in the notifications.

Here are some explanations on these rather complex operations by the Morgan Stanley bank.   Morgan Stanley bought shares on behalf of clients who wish to remain anonymous, and these shares were purchased as part of  a “Share Exchange Agreement”.

So prior to these actions the shares were “loaned” to Morgan Stanley who  is committed by contract to pay for them later, on different dates (between 8 May 2015 and 2 January 2017).

These shares have made available to their clients who have just taken an option on these securities and have until a certain date to complete the transaction and pay for them.

This is of course not free, there are costs and some benefits from doing this.  The clients of Morgan Stanley, who wish to remain anonymous have taken an option on the purchase of the shares. They can then speculate on the rise in the stock  to ensure an attractive purchase price. That then leaves them some time  to observe the behavior of the shares on the  Markets in the coming months and then decide whether to or not to  buy the shares.

A total of 41,300,499 Equity Swap Shares were purchased at a price of €1.00.  The other shares Morgan Stanley purchased  were bought at € 1.24 and € 1.25.

If we were to put one and one together, we could easily bet on the identity of the anonymous Morgan Stanley client.

We should know more about the OPA at the end of March

Source: AMF and APPAED

Documents pertaining to the mandatory tender offer launched by The Walt Disney Company.

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The following documents were published yesterday (20 February 2015)  pertaining to the mandatory tender offer in cash on all of the Euro Disney S.C.A.’s shares launched by subsidiaries of The Walt Disney Company.