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Make Mine Mickey?!

What?!?!

OK, it’s rare that Disney does anything that totally blindsides me, but this is one of those moments. Who saw this coming?? And if you said you did, you’re totally lying.

Disney is buying comics giant Marvel for $4 billion. This is huge. Really, really huge. I think it will have as big an impact on the company’s product as their 2006 purchase of Pixar. Aside from whether it’s good or bad, the only real judgment to make at the moment is… it’s big.

Disney now owns Spider-Man. It owns the X-Men. It owns the Incredible Hulk, Iron Man, and the Fantastic Four. It owns Captain America. It owns one of the twin pillars, along with D.C., of the comic world, and locks up those thousands of characters and properties just as Warner Brothers controls Batman and Superman.

The deal was just announced, and is yet to be approved, so we don’t yet know the ramifications. The Marvel superheroes already hold court in Orlando at Universal’s Islands of Adventure; I’m sure we’ll soon learn the details and fine print of that contract. That park’s Spider-Man attraction is one of the world’s greatest dark rides; what will become of it? What will become of the endless Marvel movie deals already underway in Hollywood? Will Disney retake the X-Men film rights from the villainous clutches of Tom Rothman at 20th Century Fox?

For a company that was previously worried about how to engage young boys the way that the princess and fairy franchises, not to mention Hannah Montana, enraptured females, this will pretty much solve that issue. I can’t say I don’t wish that Disney had managed to look inside their own creativity to solve these challenges aside from putting pirates everywhere, but purchasing Marvel is definitely a bold and unexpected maneuver.

This’ll certainly make things more interesting at D23. The mind reels at the possibilities, as well as the potential problems, that this deal affords. I can’t say I don’t get excited about the idea of a Disney-branded Avengers film, but at the same time I don’t want Galactus stomping around World Showcase at the end of Illuminations. All things in moderation, guys.

I’m loathe to use the term “breaking,” but I’m sure we’ll be hearing a lot more about this in short order…

UPDATE: A press release appears:

August 31, 2009

DISNEY TO ACQUIRE MARVEL ENTERTAINMENT

Worldwide leader in family entertainment agrees to acquire Marvel and its portfolio of over 5,000 characters

Acquisition highlights Disney’s strategic focus on quality branded content, technological innovation and international expansion to build long-term shareholder value

Burbank, CA and New York, NY, August 31, 2009 —Building on its strategy of delivering quality branded content to people around the world, The Walt Disney Company (NYSE:DIS) has agreed to acquire Marvel Entertainment, Inc. (NYSE:MVL) in a stock and cash transaction, the companies announced today.

Under the terms of the agreement and based on the closing price of Disney on August 28, 2009, Marvel shareholders would receive a total of $30 per share in cash plus approximately 0.745 Disney shares for each Marvel share they own. At closing, the amount of cash and stock will be adjusted if necessary so that the total value of the Disney stock issued as merger consideration based on its trading value at that time is not less than 40% of the total merger consideration.

Based on the closing price of Disney stock on Friday, August 28, the transaction value is $50 per Marvel share or approximately $4 billion.

“This transaction combines Marvel’s strong global brand and world-renowned library of characters including Iron Man, Spider-Man, X-Men, Captain America, Fantastic Four and Thor with Disney’s creative skills, unparalleled global portfolio of entertainment properties, and a business structure that maximizes the value of creative properties across multiple platforms and territories,” said Robert A. Iger, President and Chief Executive Officer of The Walt Disney Company. “Ike Perlmutter and his team have done an impressive job of nurturing these properties and have created significant value. We are pleased to bring this talent and these great assets to Disney.”

“We believe that adding Marvel to Disney’s unique portfolio of brands provides significant opportunities for long-term growth and value creation,” Iger said.

“Disney is the perfect home for Marvel’s fantastic library of characters given its proven ability to expand content creation and licensing businesses,” said Ike Perlmutter, Marvel’s Chief Executive Officer. “This is an unparalleled opportunity for Marvel to build upon its vibrant brand and character properties by accessing Disney’s tremendous global organization and infrastructure around the world.”

Under the deal, Disney will acquire ownership of Marvel including its more than 5,000 Marvel characters. Mr. Perlmutter will oversee the Marvel properties, and will work directly with Disney’s global lines of business to build and further integrate Marvel’s properties.

The Boards of Directors of Disney and Marvel have each approved the transaction, which is subject to clearance under the Hart-Scott-Rodino Antitrust Improvements Act, certain non-United States merger control regulations, effectiveness of a registration statement with respect to Disney shares issued in the transaction and other customary closing conditions. The agreement will require the approval of Marvel shareholders. Marvel was advised on the transaction by BofA Merrill Lynch.

Who writes these things?

UPDATE THE SECOND: Disney and Marvel had a conference call this morning, which I was unable to listen to because to my endless chagrin I have to work for a living. The call was apparently brief, but had a few interesting tidbits.

First, Iger assured everyone that Marvel would retain some level of independence akin to the Pixar deal. The intent, he says, is not to brand Marvel as a Disney product but to better shine a spotlight on Marvel itself. While this is good news, it remains to be seen how well that plan will be enacted. The less embarrassing, clunky attempts at “synergy” the better. Incredibles vs. X-Men on the Xbox, yes. Wolverine on The Suite Life, no.

For now, all current licensing deals will remain in place. This means that Sony will retain the Spider-Man film rights and Fox, unfortunately, will keep the X-Men and Fantastic Four. Paramount’s five-picture deal for the Avengers arc remains in place as well. Disney expects that these existing agreements will lead to an initial loss on the Marvel purchase, but thinks that the deal will pay off handsomely down the road. There seems to have been no mention about Marvel’s theme park licensing deal with Universal.

According to the call, John Lasseter has already been in contact with Marvel over the last few weeks about possible projects; he is allegedly very excited about the possibilities, and I’m not surprised. Combining the Marvel catalogue with the no-doubt comic friendly creatives at Disney and Pixar is bound to stir up some ideas. A Pixar-influenced Runaways or 1602? Yes, please.

Again, I can’t help but admit some level of sadness that Disney seems to reluctant or unable to create its own new intellectual properties these days. But while it would be nice to see some new ideas from Haus Maus, it’s hard to fault them for being drawn to Marvel. The purchase of thousands of possible film or television ideas in one fell swoop is nothing to scoff at. This is going to be big.

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9 comments to Make Mine Mickey?!

  • Another Voice

    Ahh…you beat me to it.

    So I awoke this morning to the sound of laughter echoing through the Hollywood Hills. It was the sound of all the other studio exec’s.

    1. – The next five Marvel movies are all committed to Paramount. They include the biggies like ‘Iron Man 2’, ‘Thor’, ‘Captain America’, and the uber-mega ‘The Avengers’.

    2. – ‘Spider-man’ is locked into Sony Pictures for at least three more movies, probably longer. It’s rumored that Sony has the franchise until they, not Marvel, terminate the contract.

    3. – It’s also rumored that NBC Universal’s contract for the Marvel characters at Islands of Adventure and Universal Studios Osaka runs into the decades.

    4. – News Corp / 20th Century Fox also has control over both the ‘X-Men’ franchise and ‘The Fantastic Four’. Given the performance of those two series, no great loss to Fox should they sell them to Disney.

    5. – The only “major” character left is ‘The Incredible Hulk’ which has already bombed twice at the box office.

    All this does, sadly, is underscore Disney’s complete lack of confidence in itself. Iger and company have no faith that they can create anything of their own, nor does Disney has the passion and the drive to put in the hard work to be creative.

    It’s much easier to peddle other people’s dreams than it is to create magic by yourself.

  • Another Voice

    A quick update.

    Paramount is now claiming to have the rights to ‘Iron Man 3′ and is hinting that they have claims to all future ‘Iron Man’ movies and to the character itself (such as in ‘The Avengers’ movie).

    Marvel’s stock in March 2009 was just $24 a share, but but increased by 58% before the takeover was announced. The delay in the deal is costing Disney billions of dollars.

    How many cut-backs, shut-downs and cancellations will happen at the parks to pay for this deal?

  • philphoggs

    Guys and gals: 4 Billion~ thats FOUR BILLION! ( yes it includes stock swap)
    What in the world ~ I thought times were hard. It seems like a good match, until the lopsidedness shows, and thats excluding what AV has pointed out. I love Disney, and grew up on Marvel, but come on, this a deal straight out of the early Eisner era….

  • Whew. What a day. So much news.

    I’m too wiped out from a long day in the lab to write the story that I’d like to write, but I can’t get over the Disney-Marvel thing.

    Yall make good points. This is another of those weird moments where, if I had faith in the Mouse to make good decisions, I’d be over the moon. I’ve just been so conditioned from 15-20 years of very poor decision making to suspect the worst. Iger’s been doing a pretty good job so far, though, so hopefully this instinct will wear off eventually. They just need to get a solid new park under their belt and some good films in theaters and I’ll trust that things are on the mend at last.

    I feel like the thing about Iger is that he’s a good hands-off manager. He’s great at delegating. But that totally depends on who he’s delegating too. It could go well, like his hand-off approach to Pixar, or poorly, like letting Rasulo run the parks into the ground. Just let Marvel be Marvel, and don’t get too cute with the synergy.

    If I had my full faith in Disney back, I’d applaud them for making the investment now when it might not fully pay off for many years. Willingness to invest in the future potential of the Marvel properties, even if it might not happen for at least a decade, shows a long-term vision and patience that Eisner lacked. We’ll find out eventually if this is another go.com or if Iger really has the vision to take a long-view stance that doesn’t cater exclusively to the quarterly report.

    I’m sure they’ll immediately start making money off of licensing, merchandise, and television deals. They’ll fill “Disney XD” with Marvel animation. Video games will pay off too – Condorman Vs. Kraven the Hunter!

    What I find most hilarious is that after announcing that they were really going to try and scale back their film slate, they go and take on DreamWorks AND Marvel. Fickle!

    It will be a while before the movies start paying off exclusively for Disney, but they will make money almost immediately from the films that are in the pipeline at other studios. This is almost a break for Disney, since they don’t have to take the time to get these films off the ground. They’re already on the way – some in production and some in development. Sure Disney won’t make all the profits, but it’s pretty close to free money. Not bad.

    The Paramount deal will be over before we know it; the Avengers arc will be done about the time that the DCA expansion is finished. It’s true that Sony will hold on to Spider-Man for dear life, but I hope that Disney will spring to get the rights for X-Men, FF and Daredevil back from Fox. Rothman is such an idiot he’s run those franchises into the ground, and while he might refuse to return them out of spite, he’s also greedy enough that he might just take the payoff. Still, though, Fox is still going to make Wolverine 2, Deadpool and maybe Magneto. I don’t know when all those rights are due to revert.

    There are, of course, many many obscure and forgotten characters in the Marvel pantheon. Those might actually be the best to revive at first, since they might become more closely associated with Disney than better known franchises like Spidey or Hulk. Perhaps Lasseter or others have some favorite forgotten character from the 60s or 70s that they’d like to revive. Sure, it would be purchased IP but it would be new to most of us. And they could put their mark on it without violating some beloved canon.

    Anyway, the farthest off possibility seems to be theme parks. IOA seems to have Marvel in Orlando locked down tight. Other than that, it seems up for grabs aside from the forbidden usage of Spider-Man in Japan. But these guys don’t belong in a Magic Kingdom. I’m not sure what to do with them yet.

    All I know is that Joss Whedon occasionally writes for Marvel. This brings us perilously close to no degrees of separation between Disney and Joss and that alone is worth $4 billion.

  • Mark W

    “But these guys don’t belong in a Magic Kingdom. I’m not sure what to do with them yet.”

    Nothing. For the love of God keep them out of the theme parks. The only place they could POSSIBLY work is DHS or DCA in the studios section. But even that is kind of risky. Risk either bastardizing the Marvel franchises or polluting the Disney theme parks; that’s a tough tightrope to walk. Thankfully, we can count on Jay to handle it with the same grace he’s- crap. Never mind.

    Really, I wish Disney would just be Disney and concentrate on doing that well. I’ve never liked the acquisitions – they distract from Disney’s core business and dilute the brand. Somehow I think that the P&R division might get a little more TLC if the WDC didn’t have to worry about the ABC/ESPN/etc. media empire.

  • Another Voice

    Latest words about how NBC Universal and the theme parks fit into all of this.

    First, Universal gave up its Marvel character licensee at Universal Studios Hollywood at the beginning of last year. USH had been using “walk around” characters in the park while Marvel had been pressuring Universal to clone some of the Islands of Adventure attractions out west (and, of course, pay Marvel more money). The two sides couldn’t agree and so they parted ways.

    The rights at Universal Studios Florida include all theme parks east of the Mississippi river. The contract has several clauses – one contract is for the use of the “Marvel” name but the rights and use of each specific character is spelled out in a separate agreement. That licensee appears to last as long as Universal wants and follows that specific terms of the agreement. For example, Islands of Adventure can keep its ‘Incredible Hulk’ ride, but can’t open a ‘Hulk’ restaurant (that would require a new agreement). In short, there is no blanket “use anyone how you want” contract.

    What’s also interesting, and maybe just a case of sour grapes, is that Universal is saying they don’t really have plans to expand their use of Marvel characters anyway. In a whisper campaign they are saying that Marvel characters are pretty well burned out. They never produced an interest level at Islands of Adventure. So many bad movies have (Fantastic Four, Incredible Hulk) have ruined characters, even the good ones are trashed by horrible sequels (Spider-man, X-men).

    They even call Marvel characters “not relevant”, which is worse than call someone a Republican!

    Universal intends to see how its Harry Potter addition does. If it performs up to expectations (which is to fill lots of 747s with Brits), then you might see a big shift in focus at USF and the dumping of the Marvel license. Disney would be left with the “stale” Marvel-verse while Universal goes after something fresher…or so they say.

    My personal view on this whole mess – Iger just wasted 4 billion dollars on something that could have been accomplished by hiring a couple of good writers. Owning a character does no guarantee success – ask anyone involved with ‘X-Men Origins: Wolverine” what a can’t miss hit is like.

    Marketing, branding, franchises, contracts are all cr*p. What brings success is a good story told well. Good stories come from people, not corporations. Good storytelling is the result of the hard work of artists, not punch-the-clock mentality of company bureaucrats.

    Walt knew that in core of his soul. Iger doesn’t have the slightest clue. Iger is a marketer – only able in peddle the work of others. He is without any ability to create a story or to tell it. And he, after a push down this path by Eisner, is forcing Disney in the same direction.

  • philphoggs

    In a sports analogy it’s the new Yankees and deja vu all over again. We (as devotees who deem ourselves as part of Disney) have become a victim of our own success really. Any acquisition could be weighed as bad, or as most blogs say conversely good. Maybe the monetary trade will be justified, digested ~ (a way easier herring to swallow if it was roughly 10 years ago), and the bottom line will prove out after all.

    But my gut tells me regardless of the bottom line, this deal just isn’t good for the Disney enthusiast or current Disney talent. Disney has good artists, and bleep it, I can’t but help feel this is the easy way out and a stick in the eye. The Marvel crew will hold their own, they know it, and popular culture dictates it. What then is reserved for those remaining true to a “Disney” principle, if there is still such a thing, and how will success be judged or rewarded? Maybe this is just my losers mentality, perhaps mainstream corporate thinking (you know the type that actually likes making money :) of going with the current crop of winners is correct. That doesn’t leave much for principles, heritage, loyalty, and sparingly dare say originality.

    Hey admittedly I’m a Disney enthusiast, with crusty old Gold Key Disney comics and the nines. I should be D23. So outside of that thinking I truly hope that this does work, with Marvel bringing in some of their own talent remaining a strong separate entity, along with Disney doing what it does best; a true investment for the future.

    Yea….anger ~ futility ~ despair ~ acceptance of what I hope we have … but even as an enthusiast I’m with you AV ~

    Who knows, maybe a spark will come through the ranks outside of the current structure, and bring the company Disney home again.

  • android.dreamer

    Does Disney get a piece of Marvel World, Dubai? Because to be in two theme parks and not Disney baffles me even more! http://disneyandmore.blogspot.com/2009/11/dubai-world-marvel-super-heroes-theme.html

  • philphoggs

    Holy baloney I forgot all about this park. And now with the credit crisis…. hmmmm..
    That was a good link

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