Marvel shareholders have filed a lawsuits seeking to block the proposed $4 billion merger between Marvel Entertainment and the Walt Disney Co. The shareholders said, given the company’s intellectual property portfolio, it should have held out for a better deal from Disney, reported Law 360. It alleges that various officers and directors at Marvel breached their fiduciary duties to Marvel shareholders by failing to push for maximum value in the deal, and failing to conduct an appropriate sale process. The merger agreement also contains deal protections that effectively keep Marvel from seeking out rival, and possibly higher, bids, “The proposed transaction does not appear to adequately value Marvel’s shares or serve the best interests of the company’s public shareholders,” the lawsuit said. Defendants named in the lawsuit include Marvel and its CEO Isaac Perlmutter and Disney. The lawsuit asks the court to declare the merger unlawful and to block it. On Aug. 31, Disney announced that it had agreed to purchase Marvel in a cash and stock deal totaling approximately $4 billion, giving Disney access to a vast intellectual property portfolio of thousands of comic book characters. Under the terms of the deal, Disney has agreed to pay $30 in addition to 0.745 share of Disney stock for each Marvel share, requiring no outside financing. Disney will assume ownership of a library of more than 5,000 characters. The complaint argues that while Marvel shareholders will become minority shareholders of Disney with little voting control, insiders at Marvel are positioned to reap significant benefits from the deal, including stock options and severance payments. Since Perlmutter received a golden parachute from Marvel in March, he stands to make over $8.8 million should the change in control occur. The merger comes with stock options that could net Perlmutter some $32.5 million, it is claimed.
Marvel Shareholders Sue Over $4B Disney Deal
The shareholders said, given the company’s intellectual property portfolio, it should have held out for a better deal from Disney.
September 11, 2009