BURBANK, Calif. & SAN
FRANCISCO--(BUSINESS WIRE)-- Continuing its strategy of delivering
exceptional creative content to audiences around the world, The Walt Disney Company
(NYSE:DIS) has agreed to acquire Lucasfilm Ltd. in a stock and cash
transaction. Lucasfilm is 100% owned by Lucasfilm Chairman and Founder,
George Lucas.
Under the terms of the agreement and
based on the closing price of Disney stock on October 26, 2012, the
transaction value is $4.05 billion, with Disney paying approximately
half of the consideration in cash and issuing approximately 40 million
shares at closing. The final consideration will be subject to customary
post-closing balance sheet adjustments.
“Lucasfilm reflects the extraordinary
passion, vision, and storytelling of its founder, George Lucas,” said
Robert A. Iger, Chairman and Chief Executive Officer of The Walt Disney Company. “This transaction combines a world-class portfolio of content including Star Wars, one
of the greatest family entertainment franchises of all time, with
Disney’s unique and unparalleled creativity across multiple platforms,
businesses, and markets to generate sustained growth and drive
significant long-term value.”
“For the past 35 years, one of my greatest pleasures has been to see Star Wars passed
from one generation to the next,” said George Lucas, Chairman and Chief
Executive Officer of Lucasfilm. “It’s now time for me to pass Star Wars on to a new generation of filmmakers. I’ve always believed thatStar Wars could
live beyond me, and I thought it was important to set up the transition
during my lifetime. I’m confident that with Lucasfilm under the
leadership of Kathleen Kennedy, and having a new home within the Disney
organization, Star Wars will certainly live on and flourish for
many generations to come. Disney’s reach and experience give Lucasfilm
the opportunity to blaze new trails in film, television, interactive
media, theme parks, live entertainment, and consumer products.”
Under the deal, Disney will acquire ownership of Lucasfilm, a leader in entertainment, innovation and technology, including its massively popular and “evergreen” Star Wars franchise
and its operating businesses in live action film production, consumer
products, animation, visual effects, and audio post production. Disney
will also acquire the substantial portfolio of cutting-edge
entertainment technologies that have kept audiences enthralled for many
years. Lucasfilm, headquartered in San Francisco, operates under the
names Lucasfilm Ltd., LucasArts, Industrial Light & Magic, and
Skywalker Sound, and the present intent is for Lucasfilm employees to
remain in their current locations.
Kathleen Kennedy, current Co-Chairman of
Lucasfilm, will become President of Lucasfilm, reporting to Walt Disney
Studios Chairman Alan Horn. Additionally she will serve as the brand
manager for Star Wars, working directly with Disney’s global
lines of business to build, further integrate, and maximize the value of
this global franchise. Ms. Kennedy will serve as executive producer on
new Star Wars feature films, with George Lucas serving as creative consultant. Star Wars Episode 7 is targeted for release in 2015, with more feature films expected to continue the Star Wars saga and grow the franchise well into the future.
The acquisition combines two highly
compatible family entertainment brands, and strengthens the
long-standing beneficial relationship between them that already includes
successful integration of Star Wars content into Disney theme parks in Anaheim, Orlando, Paris and Tokyo.
 Driven by a tremendously talented creative team, Lucasfilm’s legendary Star Wars franchise
has flourished for more than 35 years, and offers a virtually limitless
universe of characters and stories to drive continued feature film
releases and franchise growth over the long term. Star Wars resonates
with consumers around the world and creates extensive opportunities for
Disney to deliver the content across its diverse portfolio of
businesses including movies, television, consumer products, games and
theme parks. Star Wars feature films have earned a total of $4.4 billion in global box to date, and continued global demand has made Star Wars one
of the world’s top product brands, and Lucasfilm a leading product
licensor in the United States in 2011. The franchise provides a
sustainable source of high quality, branded content with global appeal
and is well suited for new business models including digital platforms,
putting the acquisition in strong alignment with Disney’s strategic
priorities for continued long-term growth.
The Lucasfilm acquisition follows Disney’s very successful acquisitions of Pixar
and Marvel, which demonstrated the company’s unique ability to fully
develop and expand the financial potential of high quality creative
content with compelling characters and storytelling through the
application of innovative technology and
multiplatform distribution on a truly global basis to create maximum
value. Adding Lucasfilm to Disney’s portfolio of world class brands
significantly enhances the company’s ability to serve consumers with a
broad variety of the world’s highest-quality content and to create
additional long-term value for our shareholders.
The Boards of Directors of Disney and
Lucasfilm have approved the transaction, which is subject to clearance
under the Hart-Scott-Rodino Antitrust Improvements Act, certain
non-United States merger control regulations, and other customary
closing conditions. The agreement has been approved by the sole
shareholder of Lucasfilm.
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