BREAKING NEWS: Walt Disney Company Acquires Marvel Entertainment!

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.

Investor Conference Call:

An investor conference call will take place at approximately 10:15 a.m. EDT / 7:15 a.m. PDT today, August 31, 2009. To listen to the Webcast, turn your browser to http://corporate.disney.go.com/investors/presentations.html or dial in domestically at 800-260-8140 or internationally at 617-614-3672. For both dial-in numbers, the participant pass code is 51214527.

The discussion will be available via replay on the Disney investors website through September 14, 2009 at 7:00 PM EDT/4:00 PM PDT.

About The Walt Disney Company
The Walt Disney Company, together with its subsidiaries and affiliates, is a leading diversified international family entertainment and media enterprise with five business segments: media networks, parks and resorts, studio entertainment, interactive media and consumer products. Disney is a Dow 30 company with revenues of nearly $38 billion in its most recent fiscal year.

About Marvel Entertainment, Inc.
Marvel Entertainment, Inc. is one of the world’s most prominent character-based entertainment companies, built on a library of over 5,000 characters featured in a variety of media over seventy years. Marvel utilizes its character franchises in licensing, entertainment (via Marvel Studios and Marvel Animation) and publishing (via Marvel Comics).

Forward-Looking Statements:

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to: the operations of the businesses of Disney and Marvel separately and as a combined entity; the timing and consummation of the proposed merger transaction; the expected benefits of the integration of the two companies; the combined company’s plans, objectives, expectations and intentions and other statements that are not historical fact. These statements are made on the basis of the current beliefs, expectations and assumptions of the management of Disney and Marvel regarding future events and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Neither Disney nor Marvel undertakes any obligation to update or revise these statements, whether as a result of new information, future events or otherwise.

Actual results may differ materially from those expressed or implied. Such differences may result from a variety of factors, including but not limited to:

* legal or regulatory proceedings or other matters that affect the timing or ability to complete the transactions as contemplated;
* the possibility that the expected synergies from the proposed merger will not be realized, or will not be realized within the anticipated time period; the risk that the businesses will not be integrated successfully;
* the possibility of disruption from the merger making it more difficult to maintain business and operational relationships;
* the possibility that the merger does not close, including but not limited to, due to the failure to satisfy the closing conditions;
* any actions taken by either of the companies, including but not limited to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions);
* developments beyond the companies’ control, including but not limited to: changes in domestic or global economic conditions, competitive conditions and consumer preferences; adverse weather conditions or natural disasters; health concerns; international, political or military developments; and technological developments.

Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Annual Report on Form 10-K of Disney for the year ended September 27, 2008, which was filed with the Securities and Exchange Commission (“SEC”) on November 20, 2008, under the heading “Item 1A—Risk Factors” and in the Annual Report on Form 10-K of Marvel for the year ended December 31, 2008, which was filed with the SEC on February 27, 2009, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by each of Marvel and Disney.

Important Merger Information and Additional Information:

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Disney and Marvel will file relevant materials with the SEC. Disney will file a Registration Statement on Form S-4 that includes a proxy statement of Marvel and which also constitutes a prospectus of Disney. Marvel will mail the proxy statement/prospectus to its stockholders.Investors are urged to read the proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information.The proxy statement/prospectus and other documents that will be filed by Disney and Marvel with the SEC will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to The Walt Disney Company, 500 South Buena Vista Street, Burbank, CA 91521-9722, Attention: Shareholder Services or by directing a request when such a filing is made to Marvel Entertainment, Inc., 417 Fifth Avenue New York, NY 10016, Attention: Corporate Secretary.

Disney, Marvel, their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Marvel is set forth in its definitive proxy statement, which was filed with the SEC on March 24, 2009. Information about the directors and executive officers of Disney is set forth in its definitive proxy statement, which was filed with the SEC on January 16, 2009.Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus Disney and Marvel will file with the SEC when it becomes available.

D23 Annonces Summer Line-Up of Member-Only Special Events

Whether you’re in Orlando, Anaheim, Burbank, Las Vegas, New York, or Chicago, D23 members have some very special events coming their way this summer. Here is a press release about the events, as well as an upcoming D23 contest:

DISNEY’S D23 FAN COMMUNITY ANNOUNCES
SUMMER 2009 SPECIAL EVENTS CALENDAR

Unique Experiences Created Exclusively for Charter Members of
“The Official Community for Disney Fans”

BURBANK, CALIF – May 14, 2009 – Disney’s D23: The Official Community for Disney Fans today announced its Summer 2009 Special Events Calendar.  From very special screenings and stepping behind-the-scenes with Mary Poppins to visiting the legendary Walt Disney Studios and Archives to being among the first to experience the new Walt Disney Family Museum, D23’s inaugural slate of Members-only events promises outstanding, unforgettable opportunities that are exclusive to the fan community’s Charter Membership.

“D23 Members are Disney’s biggest fans, and they’re always looking for distinctive, memorable ways to celebrate the things they love most about Disney,” said Steven Clark, Head of D23.  “For our inaugural season of events and contests, we’ve created an experientially and geographically diverse calendar that we know our Members will enjoy and remember fondly for years.”

SUMMER 2009 CHARTER MEMBER-ONLY SPECIAL EVENTS:

May 28 D23 “Up All Night” at Hollywood’s El Capitan Theatre (FREE)
(Los Angeles, CA) — Theatergoers across the country will soon meet the unlikely duo of 78-year-old Carl Fredricksen and 8-year-old Wilderness Explorer Russell in Disney•Pixar’s latest adventure, Up.   D23 Members will be among the first to see the film at this free event at the historic El Capitan Theatre in Los Angeles on May 28, 2009.  The fun begins with a special pin trading event, followed by an all new Disney stage show and a screening of the new Disney-Pixar short Partly Cloudy and the highly anticipated and critically acclaimed Up!   And it wouldn’t be a D23 event without a few other special surprises and guests!

May 31          D23’s Flowers & Fireworks Celebration at Epcot (FREE with park admission)
(Orlando, FL) – Join D23 at Epcot at the Walt Disney World  Resort to celebrate its members in all 50 states and more than 25 countries worldwide!  Start the evening at the American Gardens Theatre with reserved seating for the Flower Power Concert Series Finale, starring the legendary Tony Orlando, to close the Epcot International Flower & Garden Festival.  Next, head to a VIP location to mix and mingle with your fellow D23 members over desserts and coffee, and then enjoy the spectacular nighttime extravaganza IllumiNations: Reflections of Earth from a private viewing area.

June 24         D23’s Supercalifragilistic Night on Broadway
(New York, NY) — Disney’s award-winning musical Mary Poppins recently celebrated its 1,000th performance on Broadway and on June 24, 2009, D23 Members are being offered the opportunity to meet one another and share in the magic with premium seats, merchandise discounts and an opportunity to stay after the show for a special “behind-the-scenes” experience at the historic New Amsterdam Theatre in New York City.  D23 Members also will receive the recently released 2-Disc Mary Poppins 45th Anniversary Special Edition DVD, courtesy of our friends at Walt Disney Studios Home Entertainment.

June 24         D23 and Poppins Breeze into The Windy City
(Chicago, IL) — Mary Poppins blew into the Windy City on March 25, 2009 and original Broadway stars Ashley Brown and Gavin Lee have been delighting audiences at the Cadillac Palace Theatre ever since.  On June 24, 2009, D23 Members will have the chance to experience the “practically perfect” Mary Poppins like never before, with premium seats, merchandise discounts, complimentary souvenir program and a once-in-a-lifetime “behind-the-scenes” experience.  D23 Members also will receive the recently released 2-Disc Mary Poppins 45th Anniversary Special Edition DVD, courtesy of our friends at Walt Disney Studios Home Entertainment.

June 27         D23 and The Lion King Roar in Vegas
(Las Vegas, NV) — After entertaining more than 45 million guests in theatres around the world, Simba and Nala have roared their way onto the world famous Las Vegas Strip.  On June 27, 2009, D23 will host a special night at the Mandalay Bay Resort in Las Vegas, with premium seating for The Lion King, a “behind-the-scenes” experience and more, available exclusively to D23 Members.

June 27 & Aug. 15          D23 Day at The Walt Disney Studios and Archives (FREE)
(Burbank, CA) — A rare opportunity for D23 Members to enjoy a 2-hour tour of The Walt Disney Studios and Walt Disney Archives, hosted by D23 and Disney Archives staff.  Only two dates are available for the Summer 2009 Calendar and space is limited.

July 17           D23 presents Disneyland, U.S.A. (FREE)
(Anaheim, CA) — Celebrate Disneyland’s 54th Anniversary with a special screening of Walt Disney’s recently restored 1956 “People and Places” featurette Disneyland, U.S.A., as well as a panel discussion including Imagineer Tony Baxter, Disney Legend and Chief Archivist Dave Smith, and Disney Studios Film Archivist Ed Hobelman.  The event will take place at Disneyland’s Team Disney Anaheim Theater and will be followed by a D23 Member reception.

Sept TBD      The Walt Disney Family Museum Preview (FREE)
(San Francisco, CA) – Prior to its October 2009 Grand Opening, D23 members will have the opportunity to experience The Walt Disney Family Museum, celebrating the life and achievements of the man who raised animation to an art, transformed the film industry, tirelessly pursued innovation, and created a global and distinctly American legacy.  This special preview will be hosted by the Museum’s Executive Director Richard Benefield.  Dates and details will be available soon.

To find out more about D23’s Summer 2009 Special Events Calendar, including admissions and how to register for events, visit www.disney.com/D23 and click on the “Expo & Events” tab.  All D23 Special Events are subject to change without notice, have varying admission fees and registration processes, and may require advance reservations due to space limitations.

SUMMER 2009 CHARTER MEMBER-ONLY CONTEST:

In addition to D23’s inaugural slate of special events, the fan community is also pleased to announce its first Member-only contest.  This summer, one lucky D23 Member and a guest will have the chance to win an incredible getaway package to join the pack at Pride Rock and see The Lion King in Las Vegas including 2-nights accommodation at the Mandalay Bay Resort and much more. To enter, D23 Members are being asked to tell us what they love most about The Lion King in 300 words or less.  To enter, D23 Members are being asked to tell us what they love most about The Lion King in 300 words or less.  A complete list of rules/ regulations and more information will be available www.disney.com/D23 in early June.

Dreamworks Along with Mickey

In case you haven’t heard the news over the weekend, Dreamworks pictures appears to have ended its four-month-old deal with Universal Studios and should be announcing a distribution deal with the Walt Disney Company later today. Here is a report from the New York Times on Friday breaking the news:

LOS ANGELES – Steven Spielberg may be moving to the Walt Disney Company.

DreamWorks SKG, Mr. Spielberg’s boutique production company, is in advanced talks on a deal to distribute its movies through Disney, according to four people with knowledge of the talks but who asked for anonymity because negotiations are not complete. A deal with Disney, which could come as soon as Friday, would replace one Mr. Spielberg arranged with Universal Pictures just four months ago after an acrimonious divorce from Paramount Pictures.

Spokeswomen from Walt Disney and Universal declined to comment. Stacey Snider, the chief executive of DreamWorks, declined to comment.

Disney had been a suitor for DreamWorks back in October, and Stacey Snider, the chief executive of DreamWorks, and David Geffen, the co-founder of the studio, were keen to align with the company. But Mr. Spielberg ultimately overruled them, concluding that Universal – where he made his first blockbuster and where he still maintained offices – was the right fit.

Since then, however, the landscape in Hollywood has changed. DreamWorks, running into the buzz saw of the economic slowdown, has been unable to find the motion picture production funds to match the $500 million in funding that Reliance Big Entertainment committed to re-build the studio. Mr. Spielberg has even injected personal funds to buy time.

Disney’s motion picture studio, meantime, has been struggling. In the most recent quarter, Disney reported a 64 percent drop in income at the division, largely due to a decline in DVD sales around the world. The studio’s Touchstone label has been a disaster of late, with the films “Miracle at St. Anna” and “Swing Vote” ignored in the marketplace. Miramax, another Disney division, has had modest box office success with “Doubt,” but has had a diminished profile overall in recent years.

Disney also has room on its schedule to accommodate the four to six films DreamWorks plans to produce. In 2006, Disney limited the number of movies it makes to about 12 from as many as 20 in previous years, choosing to focus more intently on family films made on the Walt Disney Pictures brand.

Update | 1:53 p.m. Universal Pictures issued a statement Friday acknowledging that DreamWorks was shopping elsewhere. “Universal Pictures has ended discussions with DreamWorks for a distribution agreement,” it said. “Over the past several weeks, DreamWorks has demanded material changes to previously agreed upon terms. It is clear that DreamWorks’ needs and Universal’s business interests are no longer in alignment. We wish them luck in their pursuit of funding and distribution of their future endeavors.”

In case your wondering why Disney would want to strike a deal of any kind with Dreamworks, here is a solid report from CNN:

NEW YORK (Fortune) — It’s a no-brainer why DreamWorks wants to ally with Walt Disney.

It didn’t come to terms with preferred partner Universal Studios, and the distribution deal expected to be announced today with Disney should end a period of limbo for the vaunted mini-studio that Steven Spielberg and pals set up 15 years ago. But for Disney, this is an atypical deal that underscores a lot of fundamental changes at the House of Mouse of late.

First off, though, let’s agree that the biggest reason for Disney or anyone else to be in business with DreamWorks is to secure a relationship with Spielberg – duh, he’s the most successful director in history and no slouch as a producer.

That, more than anything else, answers why Disney would want to do a deal like this under which it takes an expected 8% fee for distributing DreamWorks releases but also is expected to provide some debt financing to supplement the company’s new Bollywood backers.

But as I discovered in my recent story on the renaissance of Disney and its chief executive Bob Iger, the way the company thinks about its film business has changed significantly. Disney was among the first of the studios to significantly reduce the number of films it releases this year.

But in doing so, Iger and Disney Studios chairman Dick Cook also decided to refocus the company around the Disney brand – ergo, family entertainment – while significantly cutting the output and investment in films under the company’s Touchstone and Miramax labels.

The mantra at Disney these days is to create cross-company franchises – everything from Pixar’s “Toy Story” and “Cars” to Disney Channel hits “Hannah Montana” and “High School Musical” – that can spawn offshoots in other businesses and around the world.

“I don’t care if a Touchstone movie does $100 million on $30 million of cost,” Iger told me three months ago. “Its success doesn’t breed any other success in the company.”

That’s a bit of a harsh quote – I imagine Iger does just care a little – but the context was the poor reception for recent Touchstone releases like the Spike Lee-directed “Miracle at St. Ana” and “Swing Vote,” starring Kevin Costner.

Partly because of misses, partly because of the timing of releases and largely because of a decline in DVD sales in the past quarter, Disney’s studio segment reported revenue down 26% and operating income off 64%, to $187 million, in the quarter ended December 27, 2008. More worryingly, Sanford Bernstein estimated (before reports of the DreamWorks alliance surfaced last week) that it expects operating income at the studio division to decline to $619 million in 2012 from nearly $1.1 billion last year .

Out of Disney’s four main reporting segments – cable and TV networks, theme parks, consumer products and the studio – the latter is the only one expected to decline in both revenue and profitability terms over that period. In an interview with me last fall, Disney Studios’ Cook said that getting smaller or winning fewer awards – Disney has never won a “best picture” Oscar, though of course Miramax has – did not trouble him.

Declining margins, though, are problematic – and if DreamWorks pans out, it could help both in that regard and, in theory at least, in new material that can be pumped through Disney’s vast consumer products and cross-media machinery. (The DreamWorks news also surfaced speculation about Disney looking to sell Miramax, but a Disney insider says now is not a great time to be selling anything.)

More broadly, like all the media conglomerates, Disney (DISFortune 500) could use all the help it can get in exciting investors about its growth prospects in these gloomy times. Its stock price had a nice run and until recently held up much better than other media conglomerates’. But it has dropped nearly 40% over the past six months, hitting levels last seen in 2003.

Even Disney’s long-held position as the world’s largest media conglomerate by market value has come into jeopardy: It stood at $36 billion on Friday, while Time Warner (TWXFortune 500) was nearly $35 billion. (In any event Time Warner’s value will shrink accordingly in a few weeks once it splits off its Time Warner Cable (TWC) unit into a separate public company.)

DreamWorks (DWA) is not exactly what it once was either: Conceived as a full-scale studio, it was most recently aligned with Paramount and is now essentially a shingle for Spielberg and DreamWorks CEO Stacy Snyder to own a big piece of their own projects, which includes the upcoming “Transformers” sequel and a Spielberg production of the Belgian cartoon “Tintin.” (A lesser rationale for the deal, two insiders said, is a desire by Spielberg to produce more family fare than he has in recent years.)

There’s plenty of irony in this pairing, given that former Disney executive Jeffrey Katzenberg was one of DreamWorks’ co-founders, along with David Geffen, who is no longer actively involved. Katzenberg, of course, now heads up spun-out DreamWorks Animation, which in many ways is Pixar’s chief rival. Indeed, Pixar is the only studio with which Disney recently had a similar distribution deal with – and it went so well that Disney ended up acquiring the company three years ago.

The “DisneyWorks” alliance will probably not result in a similar outcome, but it’s a compelling plot twist nonetheless in an uneasy industry where, these days, you don’t know what’s going to happen next.

One must wonder, what long term effects could this have on the Disney Parks and Resorts? In short, a partnership involving Steven Spielberg could mean the return of Roger Rabbit characters, merchandise, and references to the parks. With the possibility of another Roger Rabbit film being produced, Walt Disney World might even see a “Roger Rabbit” attraction down the road, or at the very least, a scene dedicated to the 1989 film (and its sequel) added to the Great Movie Ride during its upcoming refurbishment in just a few years. Another interesting question would be the future of Spielberg and Dreamworks related attractions at the Universal Studios theme parks. Since I’m not an expert on this situation, I’ll sit back for the time being and watch as this story unfolds. Stay tuned to WDW News Today as we get more information on this major story.

“He’s a Legend???”

According to our good friend Jim Hill of Jim Hill Media, former CEO of the Walt Disney Company, Michael Eisner, will be honored as a 2008 Disney Legend. While I expect a number of our readers to react rather harsh to this award, I personally never had a problem with Mr. Eisner’s work. In fact, I think Michael Eisner is one of the most deserving recipients of the award ever. He was a major part of saving the company from its near death in the 1980’s, and was responsible for many of the pieces of Walt Disney World we enjoy today. Under Eisner’s watch, blockbuster attractions such as Splash Mountain, Test Track, Rock ‘N’ Roller Coaster, The Great Movie Ride, Star Tours, Mickey’s Philharmagic, and countless others were created. Let us not also forget that we may not have WDW parks such as Disney’s Hollywood Studios or Disney’s Animal Kingdom to visit without him. Even better yet, we may not have ever visited a Disney park if Eisner and Frank Wells never came in to save the company from obliteration. With that, I say congratulations to Mr. Eisner, and I thank him for all the contributions he has made to the Walt Disney Company. Sure there were things that Mr. Eisner is hated for by this community, but I think the same can be said for anyone who has to hold an entire multi-billion dollar company together. I personally think he did a fantastic job and is a true Disney Legend (with the exception of Disney’s California Adventure:)).

Disney Thrives In Less Than Magic Economy

Here’s an interesting article from Forbes.com:

With the Walt Disney Co.’s dependence on consumers’ travel and entertainment budgets, many on Wall Street expected the company to fall victim to weak consumer spending. Disney has proved skeptics wrong over the last six months, beating consensus profit estimates by more than 13% in the December and March quarters and showing healthy sales growth at its amusement parks.

But concerns about consumer spending have worsened, reflecting high energy prices and troubles in the labor and housing markets. Disney (nyse: DIS – news – people ) shares have retreated close to the two-year low reached in January, presenting a buying opportunity for patient investors.

While near-term profit growth will likely be sluggish. Disney is well positioned to deliver double-digit yearly growth over the long haul. Disney, a long-term buy, offers superior total-return potential over the next 24 to 36 months.

Park Performance

Disney’s parks and resorts performed well in the year ended in March, with quarterly revenue growth ranging from 5% to 9%, including an 8% increase in the March quarter. Attendance rose at least 3% in each of the four quarters, and occupancy rates have averaged 89%.

Theme parks and resorts provided roughly 29% of revenue and 19% of profits in the six months ended in March. Disney credits the segment’s 28% profit growth to interest in popular themes featured at the park, such as tie-ins to the Hannah Montana and High School Musical franchises

Also contributing to growth is a focus on value-conscious travelers: 79% of Disney’s rooms are now considered midpriced or low-priced, compared with less than half of the rooms in 1991. In addition, international parks, new vacation-club sales and a weak dollar have contributed to resort growth. The dollar’s weakness attracts foreign tourists to the U.S. and keeps American vacationers in the country.

Long-Term Value

In the past, Disney’s parks have tended to suffer more toward the end of recessions, as families put off travel until their finances looked better. The company expects a slowdown in park growth over the next year.

While, investors may need patience with Disney, the company still has plenty going for it. Media networks (41% of revenue, 50% of profits) are delivering strong results on healthy advertising sales, particularly at Disney’s cable-TV stations. Despite disappointing results from this year’s Prince Caspian release, studio entertainment (23% of revenue, 21% of profits) should perform well in coming quarters, thanks in part to the popularity of Wall-E. Disney plans to release 10 animated films over the next four years.

Finally, Disney’s consumer products division (7% of revenue, 10% of profits) delivered revenue and profit growth of at least 20% in the six months ended March, helped by videogame launches.

Disney shares trade at 13 times estimated per-share earnings over the next 12 months, well below the five-year average forward price-to-earnings ratio of 17. Consensus estimates project per-share-profit growth of 21% in fiscal 2008, ending in September, and 6% in fiscal 2009. Disney’s valuation and modest 2009 profit target reflect downbeat expectations for consumer spending, and leave plenty of room for upside surprises.

2008 Shareholder Meeting News and Notes

Here are some notable happenings and quotes straight out of the 2008 Annual Meeting of Walt Disney Company Shareholders:

-An exclusive trailer from the upcoming theatrical release from Disney and Pixar, Wall-E, was aired only for those shareholders present for the meeting.

-The Disney company recently purchased rights to a book titled “Peter and the Star Catchers”, a prequel to the story of Peter Pan. When asked if a movie adaptation was in the works, Bob Iger said the company was actively looking into doing so.

-When asked about the possibility of a fourth Pirates film, the company has nothing to say at the moment.

-When questioned as to if the Walt Disney classic animated feature “Song of the South” would ever be released for home entertainment, Iger said there are no plans at the moment to do so.

-A particular shareholder asked if Disney would ever introduce an annual pass that would be valid at all the Disney Parks around the globe, Mr. Iger seemed to be interested in the idea.

-There are currently plans to bring older Disney archived footage (such as the Wonderful World of Color and the Disneyland program) to Disney.com in the near future.

-Disney is actively looking for new locations to place international parks and location based entertainment worldwide, nothing new on this front to report……yet.

-When asked about Disney fan podcasts out there, such as Inside the Magic or WDW News Today *cough*, Bob Iger said he looks to reach out to the Disney fan community as a whole in ways never seen before (WDWCelebrations? *cough, cough*). Bob Iger also went on to say he deeply appreciates all the devoted Disney fans out there. Yay for us!!!

-Bob Iger acknowledged that they are indeed creating a Rapunzel animated feature for a future theatrical release.

BOBing for Iger

LOS ANGELES – The Walt Disney Co. said on Friday it has signed Chief Executive Robert Iger to a new five-year contract that will pay him an annual salary of $2 million plus bonuses and stock awards that could be worth millions more. Under terms of the deal, Iger could receive an annual incentive bonus of $10 million or more, along with an annual equity award valued at $9 million or more, if Disney meets certain performance goals, according to a document filed with the Securities and Exchange Commission. The deal also calls for the executive to receive a stock option grant for the purchase of 3 million shares of Disney common stock at the exercised price of $29.50 a share. In addition, the compensation package includes perks and benefits in line with what Disney gives other senior executives, according to the filing. The executive’s previous contract was set to expire Sept. 30, 2010. His new contract runs through Jan. 31, 2013.

In a statement, the Burbank, Calif.-based company’s board of directors praised Iger’s job performance, noting the executive has presided over record revenues, net income and earnings per share since being named CEO on Sept. 30, 2005. “Bob is a talented and visionary leader, under whom Disney has posted increases in growth and profitability that have consistently exceeded expectations,” said John E. Pepper Jr., Disney’s chairman.

Disney, which operates film studios, theme parks, TV cable channels and other businesses, ended fiscal 2007 on an upswing, posting annual profit of $4.69 billion, or $2.25 per share, compared with $3.37 billion, or $1.64 per share, in fiscal 2006. Its revenue rose to $35.51 billion from $33.75 billion in the same period. Iger, who also holds the title of president, received a compensation package in fiscal 2007 valued by the company at $27.7 million, according to an analysis of documents by The Associated Press. Iger received a salary of $2 million, non-equity incentive plan compensation of $13.7 million, other compensation of $745,177, and profits from stock and option awards that had an estimated value of about $11.2 million when granted. Disney shares rose 82 cents, or 2.7 percent, to $30.66 on Friday. The stock has ranged between $26.30 and $36.79 over the past 52 weeks.

BREAKING NEWS: Walt Disney Company Acquires Marvel Entertainment!

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.

Investor Conference Call:

An investor conference call will take place at approximately 10:15 a.m. EDT / 7:15 a.m. PDT today, August 31, 2009. To listen to the Webcast, turn your browser to http://corporate.disney.go.com/investors/presentations.html or dial in domestically at 800-260-8140 or internationally at 617-614-3672. For both dial-in numbers, the participant pass code is 51214527.

The discussion will be available via replay on the Disney investors website through September 14, 2009 at 7:00 PM EDT/4:00 PM PDT.

About The Walt Disney Company
The Walt Disney Company, together with its subsidiaries and affiliates, is a leading diversified international family entertainment and media enterprise with five business segments: media networks, parks and resorts, studio entertainment, interactive media and consumer products. Disney is a Dow 30 company with revenues of nearly $38 billion in its most recent fiscal year.

About Marvel Entertainment, Inc.
Marvel Entertainment, Inc. is one of the world’s most prominent character-based entertainment companies, built on a library of over 5,000 characters featured in a variety of media over seventy years. Marvel utilizes its character franchises in licensing, entertainment (via Marvel Studios and Marvel Animation) and publishing (via Marvel Comics).

Forward-Looking Statements:

Certain statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including but not limited to: the operations of the businesses of Disney and Marvel separately and as a combined entity; the timing and consummation of the proposed merger transaction; the expected benefits of the integration of the two companies; the combined company’s plans, objectives, expectations and intentions and other statements that are not historical fact. These statements are made on the basis of the current beliefs, expectations and assumptions of the management of Disney and Marvel regarding future events and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Neither Disney nor Marvel undertakes any obligation to update or revise these statements, whether as a result of new information, future events or otherwise.

Actual results may differ materially from those expressed or implied. Such differences may result from a variety of factors, including but not limited to:

* legal or regulatory proceedings or other matters that affect the timing or ability to complete the transactions as contemplated;
* the possibility that the expected synergies from the proposed merger will not be realized, or will not be realized within the anticipated time period; the risk that the businesses will not be integrated successfully;
* the possibility of disruption from the merger making it more difficult to maintain business and operational relationships;
* the possibility that the merger does not close, including but not limited to, due to the failure to satisfy the closing conditions;
* any actions taken by either of the companies, including but not limited to, restructuring or strategic initiatives (including capital investments or asset acquisitions or dispositions);
* developments beyond the companies’ control, including but not limited to: changes in domestic or global economic conditions, competitive conditions and consumer preferences; adverse weather conditions or natural disasters; health concerns; international, political or military developments; and technological developments.

Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Annual Report on Form 10-K of Disney for the year ended September 27, 2008, which was filed with the Securities and Exchange Commission (“SEC”) on November 20, 2008, under the heading “Item 1A—Risk Factors” and in the Annual Report on Form 10-K of Marvel for the year ended December 31, 2008, which was filed with the SEC on February 27, 2009, under the heading “Item 1A—Risk Factors,” and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by each of Marvel and Disney.

Important Merger Information and Additional Information:

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed transaction, Disney and Marvel will file relevant materials with the SEC. Disney will file a Registration Statement on Form S-4 that includes a proxy statement of Marvel and which also constitutes a prospectus of Disney. Marvel will mail the proxy statement/prospectus to its stockholders.Investors are urged to read the proxy statement/prospectus regarding the proposed transaction when it becomes available, because it will contain important information.The proxy statement/prospectus and other documents that will be filed by Disney and Marvel with the SEC will be available free of charge at the SEC’s website, www.sec.gov, or by directing a request when such a filing is made to The Walt Disney Company, 500 South Buena Vista Street, Burbank, CA 91521-9722, Attention: Shareholder Services or by directing a request when such a filing is made to Marvel Entertainment, Inc., 417 Fifth Avenue New York, NY 10016, Attention: Corporate Secretary.

Disney, Marvel, their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies in connection with the proposed transaction. Information about the directors and executive officers of Marvel is set forth in its definitive proxy statement, which was filed with the SEC on March 24, 2009. Information about the directors and executive officers of Disney is set forth in its definitive proxy statement, which was filed with the SEC on January 16, 2009.Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus Disney and Marvel will file with the SEC when it becomes available.