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.
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.
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Disney has also informed Euro Disney that it is committed to support a recapitalization of up to €1.5 billion as described below:
Euro Disney remains a listed company
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.
Euro Disney is delisted
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).