Walt Disney Co. dis said Monday it is acquiring Marvel Entertainment mvl for $4 billion in cash and stock, bringing characters like Iron Man and Spider-Man into the family of Mickey Mouse and WALL-E.
Under the deal, Disney will acquire ownership of 5,000 Marvel characters. Many of them, including favorites such as the Fantastic Four and the X-Men, were co-created by the comic book legend Stan Lee.
Disney said Marvel shareholders will receive $30 per share in cash, plus 0.745 Disney shares for every Marvel share they own. That values each Marvel share at $50, or a premium of 29% to Marvel's closing stock price of $38.65 on Friday.
Disney CEO Robert Iger said Marvel's comic books, TV shows, movies and video games amounted to "a treasure trove of content." Iger said the deal would bring benefits like the ones Disney got from buying Toy Story creator Pixar Animation Studios for $7.4 billion in stock in 2006.
"The acquisition of Marvel offers us a similar opportunity to advance our strategy," Iger said, and "to build a business that is stronger than the sum of its parts."
For Marvel, Iger said being in the Disney camp would mean better global distribution and better relationships with retailers to sell its products. Another storied comic book maker, DC Comics, has been under the wings of a major studio since 1969, when Warner Bros. bought the home of Superman, Batman and Wonder Woman.
Marvel Chairman Mort Handel called Disney "a perfect home for our great collection of characters."
One point of the deal is to help Disney appeal to young men who have flocked to theaters to see Marvel superheroes such as Iron Man in recent years. That contrasts with Disney's recent successes among young women with such fare as Hannah Montana and the Jonas Brothers.
Marvel television shows also already account for 20 hours per week of programming on Disney's recently rebranded, boy-focused cable network, Disney XD, and that looks likely to increase, Iger said. The shows are "right in the wheelhouse for boys," he said.
Disney said the boards of both companies have approved the transaction, but it will require an antitrust review and the approval of Marvel shareholders.
Although it began producing its own movies, starting with Iron Man last year, Marvel has several deals with other movie studios that Disney said it will honor and re-examine upon expiration.
For example, Spider-Man 4, set for release in 2011, is being made with Sony Corp.'s Columbia Pictures; Iron Man 2 will be distributed by Viacom Inc.'s Paramount Pictures next year; and the upcoming X-Men Origins: Magneto and X-Men Origins: Wolverine 2, both due in 2011, are to be distributed by News Corp.'s 20th Century Fox.
Iger said Pixar also had third-party licensing agreements that eventually expired, allowing the companies to move forward together.
Marvel earned a net profit of $206 million in its last fiscal year, up 47% from a year earlier, on revenue of $676 million.
Disney said the acquisition will hurt its earnings per share by a mid-single digit percentage in fiscal 2010 but be positive in 2012. That is partly because the company will issue 59 million new shares and partly because of the timing of Marvel releases such as Thor and The First Avenger: Captain America in 2011.
Marvel shares shot up $9.91, or 26%, to $48.56 in midday trading Monday. Disney shares fell 82 cents, or 3%, to $26.02.