||09-01-2009 10:49 AM
HULK discovers the power of friendship with Mickey Mouse.
Walt Disney Co. is betting $4 billion that Iron Man and his fellow superheroes can help it beat the malaise gripping the entertainment industry.
Disney agreed Monday to buy Marvel Entertainment Inc., adding a legion of superheroes to a durable family of children's favorites. By marrying the X-Men and the Incredible Hulk with Snow White, Wall-E and Hannah Montana, the entertainment giant calculates it will be able to exploit a powerful stable of characters across movies, comic books, television channels, licensed merchandise and theme parks.
As DVD sales sink, Hollywood has been scrambling for new sources of ancillary revenue, such as toys, videogames, clothing and rollercoasters. Marvel, with its roster of 5,000 characters, could provide several years of fodder for Disney's entertainment and marketing empire.
Under the agreement, Marvel holders will receive $30 a share in cash plus about 0.745 Disney share for each Marvel share. Based on Friday's closing prices, the deal is valued at $50 per Marvel share, about a 29% premium.
Some rival studio executives questioned the price paid, with one saying that Disney was the only company willing to pay the hefty premium.
Disney Chief Financial Officer Tom Staggs said: "Marvel is worth more inside Disney than outside Disney."
By bringing in macho types such as Iron Man, Thor and Captain America, the Marvel deal would expand Disney's audience, adding properties that appeal to boys from their preteen years into young adulthood. That demographic group hasn't been swept up by Disney's recent hot properties, such as "High School Musical" and the Jonas Brothers.
The deal is Disney's biggest since its 2006 purchase of Pixar Animation Studios Inc., the creator of "Toy Story," for $7.4 billion in stock, an acquisition that was also considered pricey. The latest price is far less, but the deal comes with more baggage: Marvel is tied up with almost every studio in town, and unraveling those ties is going to become a long-term project for Disney.
Before Marvel began financing its own films, such as "The Incredible Hulk" and "Iron Man," it licensed its characters out to other studios.
Marvel owns Spider-Man, but it has a long-term agreement with Sony Corp. that allows Sony Pictures Entertainment to make movies based on the character, in exchange for royalties. Similarly, News Corp.'s Twentieth Century Fox makes the movies starring Marvel's "X-Men."
While Marvel doesn't comment on those deals, it receives gross participation in the films, usually a percentage that analysts estimate to be as high as 5% off the top of the film's revenue.
Sony's first three Spider-Man films have taken in more than $1 billion at the domestic box office and DVD sales, and the studio has three more movies in development, and rights to make movies even beyond those.
Disney said it plans to assume production of more of the comic company's movies as deals with other studios expire.
Marvel also has a deal giving the Universal Studios theme parks rights to Marvel attractions in Florida and Japan, but Disney Chief Executive Robert Iger said the company could mine Marvel's properties for rides at its parks in California, France, Hong Kong and elsewhere.
For its own franchises, Disney will need to build up some of the Marvel's lesser-known characters from scratch -- a potentially risky prospect, and part of the reason Marvel was eager to be acquired.
Last summer's "Hulk" sequel, which Universal Pictures distributed, grossed $134 million at the domestic box office, a mediocre return for such a big-budget film.
Still, as an entertainment conglomerate Disney needs content to feed its machines. Smaller players like Marvel have content, but lack the heft that big studios can muster for a marketing push, potentially triggering a fresh round of consolidation in Hollywood.
Others ripe for content-picking include Dreamworks Animation SKG Inc. and Metro-Goldwyn-Mayer Inc., which has a library of classic movies, including the James Bond franchise.
Citing the two companies' different audiences, Mr. Iger called the fit with Marvel "perfect." But he maintained that the deal doesn't signal a weak spot in Disney's lineup.
"We view this as an opportunity to attract more boys and older kids," Mr. Iger said in an interview Monday. "But this wasn't about, 'Oh my goodness, we have a hole to fill; we'd better do it with Marvel.' "
Like other studios, Disney also has to combat the decline in DVD sales. Hollywood still makes the bulk of its profits from home-video sales. But that market, which grew more than 15% a year between 2000 and 2004, has begun to wilt. According to Adams Media Research, consumer spending on home video fell 9% last year. It projects home-video sales will fall between 8% and 10% for 2009.Mr. Iger has said DVD sales are in an irreversible decline, but he said Marvel's strong brand profile should offer a measure of protection. "They are not immune from the changes that we're seeing," Mr. Iger said, referring to Marvel, during a conference call with analysts Monday morning. "But they have established a footing that we think is more solid than what you typically see in the nonbranded, noncharacter driven movie."
There is a risk that Hollywood will flood the multiplex with comic-book fare and the current audience enthusiasm for superheroes will wane. Time Warner Inc. has been mining its own stable of superheroes through its DC Comics unit. Warner Bros. has already had success with the "Batman" franchise and is planning several other movies.
People familiar with the deal said it took about three months to put together. Marvel Chief Executive Ike Perlmutter is known for driving a hard bargain and had held preliminary discussions with a number of other entertainment companies, including Sony and Viacom Inc. The deal he struck stands to give him $600 million of Disney stock, making him the company's second-largest individual shareholder, behind Apple Inc. CEO Steve Jobs, who was a Pixar cofounder.
Mr. Perlmutter called Disney "the perfect home for Marvel's fantastic library of characters given its proven ability to expand content creation and licensing businesses."
Mr. Iger forecast various ways that his company could make more money from the comic company's franchises. For instance, Disney XD, a cable channel aimed at boys, already carries about 20 hours a week of programming based on Marvel characters. This deal should enable Disney to add more programming without paying to license it. And Disney's global network for distributing consumer products and movies is likely to get Marvel material into more markets world-wide than they are currently in.
Mr. Iger said that John Lasseter, chief creative officer at Disney's Pixar Animation unit, had met with Marvel personnel in recent weeks to discuss creative and strategic alliances. But in an interview he added: "John won't have direct authority or involvement with the Marvel folks."
Disney's acquisition of Marvel constitutes a blow to the other Hollywood studios hungry for franchises, particularly Viacom Inc.'s Paramount Pictures.
Spurred by the success of "Iron Man," Paramount struck a deal with Marvel Studios just under a year ago to distribute world-wide five future feature films, beginning with "Iron Man 2" and including a third "Iron Man" if the studio wants to make it. Disney will honor that agreement, which runs until those five films are released.
Marvel Entertainment's Marvel Studios only recently began producing and financing films based on its comic-book superheroes. When its first effort, "Iron Man," became an overnight blockbuster in May 2008, grossing more than $300 million at the domestic box office, Paramount sought out the new deal.
About 7% of Marvel's $676 million of revenue last year came from toys, down from more than 70% in 2000. The company's business model has shifted rapidly in recent years. Last year was the first year the company financed its own movies, which brought in $255 million during 2008 alone -- more than the company's entire revenue in 2000, which was about $232 million. Licensing has grown for Marvel, from 8% of revenue in 2000 to 43% last year.
Since 2007 licensing fees for the "Spider-Man" character alone generated about $188 million in revenue, which the company shares with Sony. Analysts have estimated Sony's share of those agreements is estimated at 25%.
Now all Marvel products will have some sort of reference to mickey mouse...