The Walt Disney Company launches takeover bid for Disneyland Paris

[jeanigor]

It is providing an indirect way to the Disney infographic about the tender offer, which officially begins tomorrow (11-May).

https://eurodisney-opa.com/en/

 

[meryll83]

Do we need to do anything?

 

[Brandis]

If you hold your shares in registered form (as opposed to bearer form) you will have to advise your bank or wherever your shares are hold, to transform them into bearer shares.

Also, the shares can just be sold on the open market as soon as you wish, but then any fees will have to be paid by the seller. If you use the semi-centralized procedure, where all shares apparently will be sold on the Euronext Paris on a fixed day directly to the WDC (at least that was my understanding of the description of that procedure) then you will be reimbursed for a certain amount of fees.

Now, I have no idea how I will be able to sell my shares using that semi-centralized procedure and from skimming through the documents I didn't find any other informations about it, but I hope they will provide more informations once the official selling period starts tomorrow.

 

[meryll83]

How do I know what form they're in?

 

[Jonjo]

After such a long delay it's good to see that The Autorité des marchés financiers (“AMF”) have finally approved The Simplified Cash Tender Offer presented by The Walt Disney for Euro Disney S.C.A.

The AMF has granted visa no. 17-187, dated 9 May 2017 in respect to the simplified cash tender offer which was presented to Euro Disney S.C.A Shareholders by The Walt Disney Company on 10 February 2017.

The Offer sees TWDC offering Disneyland Paris Shareholders €2.00 per share.

Financial institutions and stock brokerages have today started the process of contacting Euro Disney shareholders with the offer to voluntarily sell their shares to TWDC.

Shareholders will have the opportunity to sell their shares to TWDC from 11 May 2017 until 8 June 2017.

Once the Offer has closed, and if TWDC manage to increase their ownership of Euro Disney to 95% they then plan on applying to the AMF for a mandatory takeover of Euro Disney which if approved would see Disneyland Paris under the full control of The Walt Disney Company.

Euro Disney had launched the following website dedicated to the Offer https://eurodisney-opa.com/en/

Only shareholders holding shares in bearer form will be able to take part in the offer.

Those shareholders who hold registered shares, and want to participate in the Offer and sell their shares to TWDC need to contact their financial intermediaries and arrange to convert them to bearer form shares to enable the sales process to begin.

If you want to sell I suggest shareholders should proactively contact their financial intermediaries to give their authorisation to sell.

TWDC will cover brokerage fees upto €100 for these transactions.

During the last recapitalisation many shareholders were not able to participate as their brokers never contacted them - so chase them yourself. Don't wait for an email or letter to arrive as it might not come.

In a declaration of purchases and sales published yesterday on the AMF website, the EDL Holding Company LLC purchased 1,552 Euro Disney S.C.A. shares on 9 May 2017.

The Walt Disney Company now own 86.066% of Disneyland Paris with 674,213,749 shares.

Here is a breakdown complied by APPAED of TWDC’s share holdings in Disneyland Paris via the various subsidiary holding companies

EDL Holding Company 323,189,169
EDI SAS 175,512,290
EDLC SAS 175,512,290
Euro Disney SCA 190,441
EDL Participations SAS 10

 

[ThBa]

What will happen if I do nothing (not selling my shares)?

 

[Jonjo]

How do I know what form they're in?

You share statement will tell you, but best to contact your financial intermediary for confirmation.

 

[Jonjo]

What will happen if I do nothing (not selling my shares)?

This is from the FAQ The Walt Disney Company has published for shareholders.

What if I don’t accept The Walt Disney Company’s tender offer?

• You will retain your shares. If The Walt Disney Company reaches the threshold enabling a mandatory buy-out, you will be required to transfer your shares for €2.00 per share.

• The Walt Disney Company does not reach the threshold permitting it to implement a mandatory buy-out, you will retain your shares.

• In any case the recapitalization of up to €1.5 billion is essential for the Euro Disney Group.

• However, simply proceeding with it through a share capital increase would have required that shareholders either pay their pro-rata share of the equity contribution of up to €1.5 billion or experience substantial dilution of their shares

So if you don't sell Euro Disney faces another recapitalisation and shareholders will experience yet another substantial dilution of their shares value.....

 

[ThBa]

So.....sell now or wait?

 

[jeanigor]

Is there a down side to going the semi-centralized route? If I choose to go that route, contacting my brokerage would be the best/easiest way of accomplishing this?

 

[Ware Bears]

So.....sell now or wait?

There's an old English proverb ..... When in doubt do nowt

 

[Jonjo]

Is there a down side to going the semi-centralized route? If I choose to go that route, contacting my brokerage would be the best/easiest way of accomplishing this?

No using this route is the best way to sell your shares to TWDC.

The benefit is that if Disney enter into negotiations with a large shareholder and a block trade agreement is made at a higher share price than the €2 being offered you as an individual shareholder will also benefit from the higher price paid.

 

[Jonjo]

So.....sell now or wait?

The risk in waiting is that TWDC might not reach the 95% they need for a takeover and Euro Disney has to organise yet another recapitalisation to refinance its self.

This will mean another share dilution which could result in 100 old shares equalling 1 new share.

Its been independently calculated that in real terms the companies share value is €0.60 per share. Therefore the €2 per share offer and 10 more years of shareholder perks could be seen as a good offer for minority shareholders.

 

[tennisfan]

So just to clarify, I will still have membership up to 10yrs even if I sell my shares now?

 

[jeanigor]

So just to clarify, I will still have membership up to 10yrs even if I sell my shares now?

Per the FAQ section and statements made earlier this year, yes.
https://eurodisney-opa.com/en/faq/#...l-i-still-have-access-to-membership-discounts

 

[tennisfan]

Per the FAQ section and statements made earlier this year, yes.
https://eurodisney-opa.com/en/faq/#...l-i-still-have-access-to-membership-discounts

Thanks, will probably sell mine in the next couple of weeks as it will most likely come to be mandatory soon anyway

 

[Jonjo]

Thanks, will probably sell mine in the next couple of weeks as it will most likely come to be mandatory soon anyway

But just remember what shareholders have been promised might not materialise. They can close down the shareholders club at any time.

 

[Ware Bears]

Agreed - I certainly don't think that Salon Mickey will available for the next 10 years, I think that perk will disappear very quickly. I think the most we can hope for is discount off dining and shopping but I'm not expecting them to honour that for the full 10 years, TWDC doesn't give perks to shareholders.

But I'm not selling ..... they will have to force my shares from me ..... and my DD feels exactly the same, hers were her 18th birthday present. We've never looked at them as an investment and over the years we've more than covered the costs with what we've saved.

However I have the feeling that I'm going to be last man standing.

 

[Flossbolna]

But just remember what shareholders have been promised might not materialise. They can close down the shareholders club at any time.

I would guess that negating that promise can cause some legal action. It is a promise that was made in conjunction with the tender offer, has a prominent place on the info website. That French small shareholders association that has been very vocal against Euro Disney would have a ball with a legal case against TWDC. I think the last thing they want to happen is more negative publicity in France about issues like that. Ultimately the costs are really not that bad. The discounts are more likely to generate income instead of taking income away. The Salon Mickey really does not cost a lot to run at all. The biggest cost is the salary for the CMs. A large class action type law suit in France would cost a significant amount of salary for lawyers.

 

[meryll83]

We're not going to make huge amounts of money on 100 are we?
I don't know whether to just wait it out...