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Table of Contents Executive Summary| i| Introduction | 1| Marvel Industry Analysis| 1| Disney Industry Analysis| 3| Marvel Company Analysis| 4| SWOT Analysis| 6| Valuation| 6| Disney Company Analysis | 7| Share Price Analysis| 10| Examination of the Premium| 12| Takeover Overview, Methods and Tactics| 14| Analyst, Media and Legal Reaction| 16| Recommendation and Conclusion| 17| References| 19| Appendices| 22| , increased pressure from eBook innovation and internet piracy. As such, this industry grew an estimated 2. 50% from 2008 to 2009 and maintained a Compounded Annual Growth Rate (CAGR) of 5. 4% from 2000-2009 (Jackson, 2011). Licensing Marvel’s second major unit of operation consist of its large licensing business. Marvel licenses the use of its various characters to gaming, movie, toy and television show producers alike. This market is primarily driven by trademark and character licensing. As of 2007, Intellectual Property (IP) licensing represented a $USD 30 Billion market in the United States (U. S. ) alone (IBISWorld Licensing, 2012). IP licensing exhibited constant growth. However, in 2008 it incurred a slight contraction of 3. 4% due to the global financial crisis.

As well, from 2000-2008 it had a CAGR of 5. 09%. Further, character and trademark licensing represented more than 40. 0% of the total licensing market for 2012. The IP Licensing market is considered to be moderately aggregated with Disney acting as the industry leader (after its acquisition of Marvel) with just over 10. 50% of market share (IBISWorld Licensing, 2012). However, the industry did exhibit lacklustre performance in 2009, (down almost 10. 00%) from its 2007 high. Film Production Marvel’s final major operational segment consists of its film production operations.

Generally, the industry has consistently outperformed the market (CAGR 5. 80% from 2000-2009) and as of 2009 represented a $USD 118 Billion dollar market in the U. S. (Thomson ONE, 2012). The industry is highly consolidated with the top 10 studios (Disney being in second place), representing over 70. 00% of the market. (Nash, 2012). The changing nature of consumer entertainment consumption is gradually eroding various industry segments such as DVD sales and DVD rentals. However, this has been compensated for by the adoption of other viewing alternatives like: pay per view and direct broadcast television (Thomson ONE, 2012).

Moreover, have managed to impose price increases on consumers. Thus, allowing them to earn $USD 2. 5 Billion more in 2009 than in 2001 despite lower ticket sale volume for the same comparable period. (Nash, 2012). The film industry has also proven to be resistant to the economic downturns with moderate growth during the recessionary slumps of: 2001, 2008 and 2009 (Thomson ONE, 2012). ————————————————- Disney Industry Analysis Disney operates in two major segments: licensing and entertainment. These segments are similar to the ones Marvel operates in.

However, Disney also incorporates theme parks into its operations, thus differing from Marvel (Disney Financial Report, 2008). It should also be noted that Disney media services go well beyond simply producing children’s shows and films. They own several studios and until 2009 owned ABC (Thomson ONE, 2012). It can be stated that, the two corporations with regards to their fictional character businesses, target distinct customer bases with respect to gender, but target similar customer bases with respect to age. Disney primarily targets oung children and teenage girls, whereas Marvel targets young adult males and teenage boys. Theme Parks Disney is the leader in the theme-park market; with all of the top 5 theme parks in the world belonging to this company. In 2009, although most theme parks experienced significant decreases in customer presence, Disney managed to actually increase attendance through appealing to local market and offering loyalty programs (AECOM, 2009). Over 185 Million people attended one of the top 25 theme parks in the world in 2009 (119 Million in the U. S).

Attendance showed remarkable resilience in America with the top 20 parks in the U. S only losing a fraction of their attendance from their 2007 high, despite the financial crisis. (AECOM, 2009). The $USD 10. 70 Billion change significantly over the 3 year period. Net income quadrupled from 2006 to 2008 reaching an all time high of $USD 205 Million in 2008. Further, diluted earnings per share (EPS) growth exhibited similar performance, indicating no extraordinary abnormalities in executive compensation or share issuance (Marvel Annual Report, 2008).

The company managed to decrease its total liabilities by over $90 Million from 2007 to 2008. As well, Marvel significantly bolstered its cash reserves from $USD 30 Million to $USD 105 Million. There was also a large increase in accounts receivable (A/R) from $USD 28. 70 Million in 2007 to over $USD 144 Million in 2008. However, given the fast growth of A/R and consistent inventory levels, this large increase warrants little concern. As well goodwill, comprises over 30% of the corporation’s assets.

It must be noted that this goodwill was not accumulated via a “momentum” acquiring strategy which was adopted by Tyco (Bruner, 2005). Thus, the goodwill was accumulated in a proper manner and not for the sole purpose of continually bolstering EPS and Price-to-Earnings ratios (Marvel Annual Report, 2008). Although the debt to equity (D/E) ratio is still moderately high (1. 36), the firm did manage to significantly decrease this ratio throughout the 2007-2008 period; this was achieved by decreasing its liabilities and doubling its retained earnings.

Moreover, an exorbitant $USD 251 Million cash disbursement for film inventory in 2007 contributed to the company’s significant negative cash flow for the year. if the premium paid is too high as Disney does not expect any cost-reduction or revenue-enhancement synergies from the merger (Business Insider, 2009). Moreover, analysts see the acquisition as a valuable opportunity for Disney to secure future profitable movies and contemplate the possible outcomes of movies based on Marvel’s characters combined with the animation resources of espoused by Disney and Pixar.

Finally, Disney’s previous acquisition of Pixar Animation Studio was incredibly successful, both in terms of revenue generation (each Pixar movie made post merger yielded large profits) and in terms of the integration of Pixar management into the Disney family (CNBC, 2009). By incorporating over 5,000 of Marvel’s characters into Disney’s library, the media expects this merger to follow the same path and prove to be another successful acquisition story for Disney. Two days after the merger announcement, an independent blog speculated that security law had been infringed upon as a result of the deal.

The report suggested that Marvel’s chief executive; Mr. Perlmutter engaged in suspicious behaviour prior to the merger. The blog stated that in February 2009, a meeting took place between the chairman of Marvel’s film division and Disney’s CEO, where they “discuss[ed] ways in which the relationship between the two companies could be extended. ” Two weeks following said meeting, Mr. Perlmutter was granted 514,354 options for Marvel shares with a strike price of $USD 25. 86 per share. Three weeks later, he was granted another 750,000 options at an exercise price of $USD 23. 5 per share. The representatives of the firms met again in the beginning of June and disclosed afterwards the possibility of a merger to the other managers (Wall Street Journal, September 2009). In essence, the proximity of the dates in which Mr. Perlmutter’s was granted options renders the transaction suspicious . Although it is not unusual for Marvel’s employees to receive options as annual com APPENDIX A – VALUATION MODEL APPENDIX B – MARVEL 2008 ANNUAL REPORT (FINANCIALS) APPENDIX C – DISNEY 2008 ANNUAL REPORT (FINANCIALS) APPENDIX D – DISNEY 2010 ANNUAL REPORT (FINANCIALS)

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