PARIS, March 30, 2017 /PRNewswire/ --
Price of the Offer
2.00 euros per Euro
Disney S.C.A. share.
Timetable
The timetable will be set by the Autorité des
marchés financiers (the "AMF") in accordance with its
general regulation.
This press release is being issued by EDL Holding
Company, LLC; Euro Disney Investments S.A.S.; and EDL Corporation
S.A.S. in accordance with the provisions of Article 231-16 of the
AMF general regulation.
The Offer and the Draft Offer Document remain
subject to the review of the AMF.
BNP Paribas, acting on behalf of EDL Holding Company, LLC; Euro
Disney Investments S.A.S.; and EDL Corporation S.A.S., filed today
with the AMF a proposed simplified cash tender offer for the
floating shares of Euro Disney S.C.A (the "Offer"). On
February 10, 2017, The Walt Disney
Company ("TWDC") announced by way of a press release that
EDL Holding Company, LLC executed a block trade agreement whereby
it would acquire 90% of Kingdom 5-KR-11, Ltd's shares in Euro
Disney S.C.A. at a price of €2.00 per share, payable in TWDC shares
of common stock. This block trade closed on February 15, 2017, increasing TWDC's indirect
interest in Euro Disney S.C.A. to 85.7%. In this context,
consistent with the intentions announced on February 10, 2017, the Bidders wish to make the
proposed Offer to give all shareholders of Euro Disney S.C.A. the
opportunity to sell all or part of their Euro Disney S.C.A. shares
for a price equivalent to the consideration provided for in the
block trade agreement, i.e. €2.00 per share, payable in
cash. The shareholders tendering their Euro Disney S.C.A. shares in
the Offer in accordance with the Semi-Centralized Procedure (as
described and defined in Section 2.5 below) will be eligible, if
applicable, for payment of any additional cash amount under the
terms described in Section 2.3. Shareholders tendering their Euro
Disney S.C.A. shares in the Offer in accordance with the
Non-Centralized Procedure (as described and defined in Section 2.5)
will not be eligible for such payment. As a reminder, TWDC also
announced on February 10, 2017 its
commitment to support a recapitalization of up to €1.5 billion of
Euro Disney S.C.A. and its group, to address the Euro Disney
group's financial needs.
The draft offer document (the "Draft Offer Document")
will be available on the websites of the AMF (www.amf-france.org)
and Euro Disney S.C.A. (http://corporate.disneylandparis.com). The
Draft Offer Document will be available at, and may be obtained free
of charge from:
EDL Corporation
S.A.S. 1 rue de la Galmy
77700 Chessy
|
BNP
Paribas 4 rue d'Antin
75002 Paris
|
Pursuant to Article 231-28 of the AMF general regulation, a
description of the legal, financial and accounting characteristics
of the Bidders will be made available to the public no later than
the day preceding the opening of the Offer.
Important Notices
Pursuant to Article L. 433-4 III of the French Monetary and
Financial Code and Articles 237-14 to 237-19 of the AMF general
regulation, in the event that the minority shareholders of Euro
Disney S.C.A. do not represent, following the Offer, more than 5 %
of the share capital or voting rights of Euro Disney S.C.A., the
Bidders intend to implement promptly following the Offer, and in
any event within a period of three months following it, a mandatory
buy-out to allow the transfer of the shares of Euro Disney S.C.A.
not tendered in the Offer, for a consideration equal to the price
offered in the Offer.
To be eligible for the reimbursement of certain trading fees
(brokerage fees and corresponding VAT, subject to certain
limitations as described below) and, if applicable, the additional
cash price offered in the Offer under certain circumstances, the
selling shareholders must tender their shares in the
Semi-Centralized Procedure. Shareholders tendering their
shares by way of sales on the market will not be eligible for such
reimbursement or additional cash amount.
The Bidders reserve their right to purchase Company shares, by
way of on-market or off-market acquisitions at the Offer Price, in
accordance with Article 231-38 of the AMF general regulation during
the offer period (période d'offre) (as defined in Article
231-2 6° of the AMF general regulation).
Contacts:
Angela Bliss
Corporate
Communications
Angela.R.Bliss@disney.com
or +1 (818) 560-4107
David
Jefferson
Corporate Communications
David.J.Jefferson@disney.com
or +1 (818) 560-4832
Brunswick Paris
TWDC@Brunswickgroup.com
+33 (0)1 53968383
1
PRESENTATION OF THE OFFER
EDL Holding Company, LLC, a limited liability company organized
under the laws of the state of Delaware, with its registered office at 2711
Centerville Road, Suite 400, Wilmington,
Delaware 19808, U.S.A.
("EDL Holding"), Euro Disney Investments S.A.S., a French
société par actions simplifiée having its registered office
at 1 rue de la Galmy, 77700 Chessy, registered with the Meaux Trade
and Companies Registry under number 478 002 702 ("EDI
S.A.S.") and EDL Corporation S.A.S., a French société par
actions simplifiée having its registered office at 1 rue de la
Galmy, 77700 Chessy, registered with the Meaux Trade and Companies
Registry under number 478 001 621 ("EDLC S.A.S.",
collectively with EDL Holding and EDI S.A.S., the
"Bidders"), are indirect wholly-owned subsidiary of The Walt
Disney Company ("TWDC") and irrevocably offer to the
shareholders of Euro Disney S.C.A., a French société en
commandite par actions, with its shares listed on Euronext
Paris (ISIN code FR0010540740) and having its registered office at
1 rue de la Galmy, 77700 Chessy, registered with the Meaux Trade
and Companies Registry under number 334 173 887 ("Euro Disney
S.C.A." or the "Company") to purchase all of the Company
shares not already owned by the Bidders for a cash price per share
equivalent to the price paid on February 15,
2017, by EDL Holding pursuant to a block trade agreement
(the "Block Trade Agreement") entered into between EDL
Holding as purchaser and Kingdom 5-KR-11, Ltd c/o Maples Corporate
Services Limited, P.O. Box 309, Ugland House, South Church Street,
George Town, Grand Cayman,
KY1-1104, Cayman Islands
("KH") as seller, i.e., €2.00 (two euros) per share (the "Offer Price"),
subject to certain possible adjustments as further described below
(the "Offer").
As of the date of this Draft Offer Document, the concert (the
"Concert") comprised of the Bidders owns directly a total of
671,425,1841 Company shares, representing 85.71% of the
Company's share capital, distributed as follows:
- EDL Holding owns 320,400,604 Company shares;
- EDI S.A.S. owns 175,512,290 Company shares; and
- EDLC S.A.S. owns 175,512,290 Company shares.
As a result, the Offer is made for 111,749,275 Company
shares2, representing 14.27% of the Company's share
capital based on a total of 783,364,900 shares outstanding.
There exists no equity security, financial instrument or right
giving access to the capital or voting rights of the Company,
immediately or in the future, other than the shares. There exists
no Company shares with more than one voting right per share.
In accordance with the provisions of Article 231-13 of the AMF
General Regulation, BNP Paribas (the "Presenting Bank"),
acting as presenting bank and on behalf of the Bidders, filed the
Draft Offer Document with the AMF on March
30, 2017. The Presenting Bank guarantees the content and the
irrevocable nature of the undertakings of the Bidders with respect
to the Offer.
The Offer will be conducted using the simplified procedure in
accordance with the provisions of Articles 233-1 et
seq. of the AMF General Regulation.
Pursuant to the provisions of Article 261-1 I of the general
regulations of the AMF, the Supervisory Board of the Company, in a
decision adopted on February 24,
2017, unanimously appointed the firm Finexsi, Expert et
Conseil Financier, 14 rue de Bassano 75116 Paris, France, RCS Paris 415 195 189,
represented by Christophe Lambert
and Olivier Peronnet, as independent
financial expert in charge of certifying the fairness of the Offer
Price and its acceptability with regard to the mandatory buy-out
and delisting. The report of the independent expert will be
presented in its entirety in the draft response document of Euro
Disney S.C.A..
1.1 Context of the Offer
Euro Disney S.C.A. with its owned and controlled subsidiaries
(the "Group") operates the Disneyland®
Paris site (the "Resort")
and its surrounding areas since April 12,
1992 (the "Opening Day"). The Resort is comprised of
the Disneyland® Park and the Walt Disney Studios® Park
(collectively the "Theme Parks"), seven themed hotels (the
"Hotels") with approximately 5,800 rooms, two convention
centers, the Disney Village® entertainment center, comprised of
shopping and restaurant facilities, and Golf
Disneyland®.
The Group's operating activities also include the development of
the 2,230-hectare site, half of which is yet to be developed. The
Resort is modeled on the concepts developed and used by TWDC for
its own theme park and hotel infrastructure.
The Group's fiscal year begins on October
1 of a given year and ends on September 30 of the following year. The fiscal
year for any given calendar year (the "Fiscal Year" or
"FY") is the fiscal year that ends in that calendar year.
For example, Fiscal Year 2016 is the fiscal year that ended on
September 30, 2016.
During Fiscal Year 2015, the Group implemented the
recapitalization and debt reduction plan announced, on October 6, 2014, which amounted to approximately
€1 billion (the "2014 Recapitalization Plan"). The 2014
Recapitalization Plan aimed at improving the Group's financial
situation and allowing it to keep investing in Disneyland Paris in
order to improve the satisfaction of its guests.
The main elements of the 2014 Recapitalization Plan were as
follows:
- Cash infusion of €422.8 million, through capital increases of
the Company and Euro Disney Associés S.C.A. ("EDA"), its
main operating subsidiary;
- Conversion of €600.0 million of debt owed to indirect
subsidiaries of TWDC into equity through capital increases of the
Company and of EDA (this conversion was performed at the debt's
nominal value);
- Deferral of all amortization payments of loans granted by
indirect subsidiaries of TWDC until a revised maturity date in
December 2024 (previously 2028);
and
- Repayment of €250.0 million drawn under the standby revolving
credit facilities previously granted by TWDC maturing in 2015, 2017
and 2018, replaced by a single €350.0 million revolving credit
facility maturing in December
2023.
The 2014 Recapitalization Plan has been challenged by the
investment fund Charity & Investment Merger Arbitrage
("CIMA"), a minority shareholder that acquired
Company shares following the announcement of the 2014
Recapitalization Plan and initiated the following proceedings:
- An appeal before the Court of Appeals of Paris against the clearance decision and visa
granted by the AMF with respect to the mandatory public tender
offer resulting from the 2014 Recapitalization Plan, which appeal
was dismissed by the Court of Appeals of Paris on September 8,
2015. Such decision has been appealed by CIMA before the
French Supreme Court, (cour de cassation), where the matter
is still pending) ;
- A criminal complaint with the national financial prosecutor in
Paris alleging misappropriation of
corporate assets, publication of inaccurate financial statements,
and dissemination of false or misleading information. This
was followed by a second and substantially similar complaint for
the purpose of having an investigating judge appointed. The
judge's investigation is currently on-going;
- A derivative action filed, on December
30, 2015, with the Commercial Court of Meaux against several
TWDC subsidiaries including the Bidders on behalf of the Company
requesting the payment of sums that, as previously alleged by CIMA,
amount in the aggregate to approximately €930 million. This
derivative action is based on allegations substantially similar to
those referred to in CIMA's criminal complaints. In
November 2016, the Commercial Court
of Meaux ordered a stay of proceedings pending the outcome of the
criminal complaint.
The Bidders, as named defendants in the derivative action,
believe CIMA's claims have no merit.
Notwithstanding the foregoing, the 2014 Recapitalization Plan
has been implemented (including the mandatory tender offer required
therewith, following the dismissal of the CIMA's appeal by the
Court of appeal of Paris on
September 8, 2015). The 2014
Recapitalization Plan enabled the Group to launch a program to
refurbish some of its major attractions and improve the guest
experience in preparation of the upcoming celebration of Disneyland
Paris's 25th anniversary in 2017. During Fiscal Year 2015, these
refurbishments included the Space Mountain®: Mission 2
attraction in the Disneyland Park. During Fiscal Year 2016, they
included the return of the Frozen sing-along show at
Disneyland® Park and the launch of a new production,
Mickey and the Magician, at the Walt Disney Studios®
Park. Additionally, in Fiscal Year 2016, the Group completed
refurbishments of "it's a small world" and Peter Pan's Flight,
which re-opened in December 2015 and
July 2016, respectively.
Subsequently, refurbishment of Big Thunder Mountain was completed
in December 2016 with Star Tours
scheduled to be completed in March
2017.
However, the Resort had an exceptionally challenging Fiscal Year
2016. During that year, it was impacted by various external factors
that have significantly affected the tourism business in the
Paris region, including the
aftermath of November 2015 events in
Paris; severe weather conditions
and floods; as well as political and social unrest in France, while the broader economic environment
in Europe continued to be very
challenging. In this adverse context, revenues of the Resort
decreased 7%. This, together with the increase in costs driven by
the Resort's future growth strategy of continually improving the
guest experience plus the costs of additional security measures,
resulted in a significant decrease in the Resorts' operating
performance for Fiscal Year 2016 and creates a growth challenge for
Fiscal Year 2017 and beyond, with significant growth necessary to
get the business back on a satisfactory trajectory.
- Revenues for Fiscal Year 2016 were €1,278 million, a decrease
of 7% compared to the prior year, the decrease being due to lower
volumes, primarily resulting from the adverse tourism environment
in Paris.
- Costs and expenses increased 5% to €1,520 million, driven by
the Group's continued improvements to the quality of the guest
experience, planned labor rate inflation and incremental security
costs.
- Net loss at €858 million for the year included an impairment
charge for the Group's assets of €565 million related to its
long-lived assets which are mainly comprised of the theme parks and
hotels, calculated in accordance with International Financial
Reporting Standards ("IFRS").
- Separately, the Company prepared stand-alone statutory
financial statements under French accounting principles (being
different than IFRS principles) with the Company's primary assets
being its investment in the equity of its subsidiary EDA. The
Company performed an impairment test of its investment in EDA and
recorded an impairment charge of €953 million.
- These impairments had no impact on the Group's or the Company's
cash position or cash flows. However, as a result of the
impairments and net losses for Fiscal Year 2016 recorded in the
financial statements of Company and in EDA, the net equity
(capitaux propres) of each of the Company and EDA as of
September 30, 2016 has become less
than 50% of share capital.
In accordance with Article L.225-248 and Article L.226-1 of the
French Commercial Code and the Company's by-laws, the Company's
shareholders will be consulted on March 31,
2017 about the Company's and EDA's pursuit of
activities.
In this context, in November 2016,
TWDC agreed to waive two years of royalty and management fees to
provide the Group additional liquidity.
1.2 Reasons for the Offer and Bidders' Intentions for
the Next Twelve Months
1.2.1 Reasons for the Offer
Following discussions and negotiations between TWDC and KH, a
shareholder owning 78,336,508 Company shares (approximately 10% of
the Company shares at the time), KH submitted to TWDC on
February 8, 2017 its best and final
offer (the "KH Offer"), whereby it was offering to sell in
an off-market block trade (the "Block Trade") to TWDC or one
of its affiliates 70,502,859 Company shares (i.e., 90% of
its interest in the Company or approximately 9% of the Company's
outstanding shares, hereafter the "Block Shares") at €2.00
per Company share, payable in TWDC re-issued treasury shares, with
the number of TWDC shares corresponding to the purchase price being
determined based on the fair market value (closing price on the New
York Stock Exchange) of the TWDC shares and the prevailing
euro/dollar exchange rate (as published by the European Central
Bank) by close of business on the day preceding the closing date of
the Block Trade. The number of TWDC shares was rounded down to the
nearest whole number of TWDC shares, with the remainder paid in
cash. The KH Offer was valid until 4:00PM Paris
time on February 10, 2017. It was
subject to certain conditions precedent that were satisfied on
February 10, 2017 before opening of
business in France. Attached to
the Offer was a form of the Block Trade Agreement containing, among
other things, a requirement that the TWDC shares delivered to KH be
registered with the U.S. Securities and Exchange Commission;
certain representations and warranties; an indemnity; provisions
regarding a purchase price adjustment according to which, if within
366 days of the closing of the Block Trade EDL Holding or any of
its affiliates was to acquire or become irrevocably committed and
legally obligated to acquire from any third party that is not an
affiliate of TWDC, in an arm's length transaction (including by way
of a tender offer or squeeze-out) any Company shares at a price (in
cash or in kind) exceeding €2.00 per Company share (the "New
Price per Share", as adjusted, if applicable, for any stock
split or reverse stock split), then upon closing of the purchase
and sale of the Company shares so acquired, an additional cash
amount for the Block Shares equal to the number of Block Shares
times the excess of the New Price per Share over €2.00 would be
paid in cash to the seller; and various other customary clauses. As
discussed in this Draft Offer Document, any adjustment of the price
paid pursuant to the Block Trade Agreement will also apply to
shareholders tendering their shares into the Offer in accordance
with the Semi-Centralized Procedure (as defined in Section 2.5),
and, if applicable, to the shareholders whose shares will be
acquired in the context of the Mandatory Buy-Out (as defined in
Section 1.2.2.1 below).
On February 10, 2017, following
the publication by the Company of financial information regarding
its quarter ended on December 31,
2016 and its annual report (Document de Référence)
regarding its Fiscal Year ended on September
30, 2016, TWDC accepted KH's offer and EDL Holding and KH
entered into the Block Trade Agreement. Immediately
thereafter (and before opening of business in France on February 10,
2017), TWDC announced the transactions described in this
Draft Offer Document. The Block Trade closed on February 15, 2017. The number of shares
owned by EDL Holding referred to in this Draft Offer Document
includes the Company shares acquired in the Block Trade.
In this context, the Bidders are making the Offer to give all
shareholders of the Company the opportunity to sell part or all of
their Company shares for a cash price equivalent to the price
provided for in the Block Trade Agreement.
1.2.2 Bidders' Intentions for the next twelve months
Sections 1.2.2.1 through 1.2.2.7 below discuss the Bidders'
intentions for the next 12 months.
1.2.2.1 Strategy and industrial policy
In light of the adverse environment in which the Group has been
operating since the 2014 Recapitalization Plan, additional measures
of a significant magnitude are necessary to enable the Group to
continue its strategy of investing in the quality of its guests'
experience and implementation of improvements to
Disneyland® Paris. In
conjunction with the Offer, the Bidders have announced their
commitment to support a recapitalization of the Group in order to
reduce debt and increase liquidity, and contribute to significant
cash infusions by way of a rights offering (augmentation de
capital avec droits préférentiels de souscription). Subject to
the Company's Supervisory Board and shareholders' approval, TWDC is
committed to support a recapitalization of up to €1.5 billion as
described below:
- If the Company remains a listed company, TWDC would expect the
recapitalization to take the form of a €1.23 billion rights
offering by the Company, with each of the applicable TWDC
subsidiaries subscribing for their pro-rata share of such rights
offering, combined with a backstop of such rights offering (at the
same price as the rights offering) by one or more of such
subsidiaries, such backstop ensuring that the Company will be able
to raise the full amount of the rights offering, combined with a
direct €270 million cash investment in equity at the level of EDA,
and contribution of the proceeds of the rights offering by the
Company to EDA to maintain the ownership level of EDA by the
Company at its current 82%. Proceeds would be used to enable the
Group to continue implementation of improvements to Disneyland
Paris, repay most or all of the Group's indebtedness and increase
liquidity. The rights offering described above would be subject to
clearance by the AMF of a Prospectus comprising a Note
d'opération.
- If the shares owned by minority shareholders following the
Offer represent no more than 5% of the Company's outstanding shares
or voting rights, the Bidders intend to implement promptly (and in
any event within a period of three months following the Offer), a
mandatory buy-out procedure (the "Mandatory Buy-Out")
and to delist the Company (together, the "Mandatory Buy-Out and
Delisting")3. If the Company is delisted, TWDC
would expect the recapitalization to be in the same amount
(i.e. up to 1.5 billion) and to also consist entirely of
equity contributions to the Group, but the allocation of such
contributions between the Company and its subsidiaries could vary
compared to what is described above if the Company shares remain
listed. The proceeds would be used for the same purposes as
described above.
1.2.2.2 Company's governing bodies
The Offer will have no consequence on the structure and role of
the governing bodies of Euro Disney S.C.A. However, in case of a
Mandatory Buy-Out and Delisting, Euro Disney S.C.A.'s Supervisory
Board will no longer be required to comprise independent members
and the composition of the Supervisory Board may change, to consist
predominantly or exclusively of TWDC representatives.
1.2.2.3 Intentions with respect to employment
The Bidders do not intend to amend the Company's strategy or
plans with regards to employment matters.
The Offer will have no material consequence on employment
matters. However, in case of a Mandatory Buy-Out and Delisting, the
job description of a limited number of Company employees who are
currently working primarily on matters related to the fact that the
Company is a public company listed on Euronext Paris may be
adjusted to have these employees redeployed within the Group and
cover other matters after the need to comply with requirements
applicable to public companies is no longer relevant.
1.2.2.4 Interest of Euro Disney S.C.A.'s shareholders in the
Offer
The Offer gives the shareholders of Euro Disney S.C.A. the
opportunity to immediately liquidate part or all of their
investment in the Company at a price per share equivalent to the
price provided for in the Block Trade Agreement, which represents a
67%, 64%, 70% and 70% premium over the average trading price of the
Company's stock over the one day, one month, three months and six
months, respectively, preceding the announcement of the Offer.
1.2.2.5 Contemplated synergies
The Offer is not expected to result in the creation of any
synergies.
1.2.2.6 Dividend distribution policy
No dividend has been distributed or paid in connection with
Fiscal Years 1993 to 2016. Payment of dividends or any other
distribution will depend on the financial results of the Group and
its investment policy. The Offer will have no consequences in this
respect. The Bidders do not anticipate that the Company will
distribute any dividend in the foreseeable future.
1.2.2.7 Mandatory Buy-Out, merger and delisting
No merger is contemplated.
If shares owned by minority shareholders following the Offer
represent no more than 5% of the Company's share capital or voting
rights4, the Bidders intend to promptly (and in any
event within 3 months of the closing of the Offer) request the AMF
to implement the Mandatory Buy-Out and Delisting, which would
consist of a mandatory buy-out procedure (retrait
obligatoire) and delisting of the shares of Euro Disney S.C.A.
in accordance with the provisions of Articles L. 433-4, III of
the French Financial and Monetary Code and Articles 237-14 et seq.
of the AMF General Regulation.
A notice informing the public of the Mandatory Buy-Out and
Delisting will be published by the Bidders in a newspaper carrying
legal notices ("journal d'annonces légales"). The
amount of the compensation, which will be equal to the Offer Price,
will be paid to a blocked account opened for this purpose with BNP
Paribas Securities Services designated as centralizing agent for
the purpose of the compensation operations in connection with the
Mandatory Buy-Out and Delisting.
Euroclear France will close the trading code of the Company's
shares and the accounts of the affiliates. Euroclear France
will issue to these affiliates the balance statement of their
Company's shares account. After issuance of such balance
statement by Euroclear France, BNP Paribas Securities Services will
credit the custody account-keeping institutions with the amount of
the compensation. Such custody account-keeping institutions
will in turn credit the accounts of the holders of the Company's
shares.
The Company's shares will be delisted from the regulated market
of Euronext Paris on the date the Mandatory Buy-Out and Delisting
is implemented, such date being determined by the AMF.
In compliance with Article 237-6 of the AMF general regulation,
unallocated funds of the compensation will be kept by BNP Paribas
Securities Services for 10 years from the date of implementation of
the Mandatory Buy-Out and Delisting, and eventually transferred to
the Caisse des Dépôts et Consignations at the end of this
period. If these funds are not requested by their legal
beneficiaries after thirty years, the French Republic will
automatically become the legal beneficiary of such funds.
In the event where the Mandatory Buy-Out and Delisting cannot be
implemented under the conditions set out above, the Bidders reserve
their right, if they later come to hold, directly or indirectly, in
concert, at least 95% voting rights of the Company, to file with
the AMF a draft buyout offer (projet d'offre publique de
retrait) followed, in the event where the minority shareholders
hold no more than 5% of the share capital or voting rights
following the buyout offer, by a mandatory buy-out (retrait
obligatoire) of the shares of the Company, in accordance with
Articles 236-1 et seq. and 237-1 et seq. of the AMF general
regulation.
1.3 Other agreements that may have a material impact on the
outcome of the Offer
Except as disclosed in this Draft Offer Document, none of the
Bidders is a party to any agreement likely to have a significant
impact on the consideration of the Offer or its results and is not
aware of the existence of such agreements.
2
TERMS AND CONDITIONS OF THE OFFER
On March 30, 2017, the Presenting
Bank, acting on behalf of the Bidders, filed the Draft Offer with
the AMF in the form of a simplified cash tender offer (offre
publique d'achat simplifiée).
In accordance with Article 231-13 of the AMF general regulation,
the Presenting Bank guarantees the content and the irrevocable
nature of the undertakings of the Bidders.
The Bidders are jointly and severally responsible for the Offer.
However, the Bidders have agreed among themselves that their
obligations in connection with the Offer will be fulfilled solely
and entirely by EDL Holding (it being understood that this
agreement does not limit their joint and several liability
vis-à-vis third parties). As a result, all shares tendered into the
Offer will be purchased by EDL Holding (which was also the
purchaser of the Block Trade).
The Offer Document, when approved by the AMF, together with the
document entitled "Other Information" relating, in particular, to
the legal, financial and accounting characteristics of the Bidders,
will be made available to the public free of charge on behalf of
the Bidders at the offices of EDI S.A.S., the Presenting Bank and
the securities services' provider (i.e., Exane S.A.,
hereafter "Exane"), no later than the day before the opening
of the Offer. These documents will also be made available on the
websites of the AMF (www.amf-france.org) and Euro Disney S.C.A.
(http://corporate.disneylandparis.com).
Prior to the opening of the Offer, the AMF will publish a notice
on the opening of the Offer and Euronext Paris will publish a
notice on the terms of the Offer, including a timetable for the
Offer.
2.1 Number and Nature of Shares Sought in the Offer
As of March 29, 2017, the Concert comprised of EDL Holding,
EDI, S.A.S. and EDLC S.A.S. owns directly a total of
671,425,1845 Company shares, which, in accordance with
Article 223-11 of the AMF general regulation, represents 85.71% of
the Company's share capital.
The Offer relates to all of the existing shares that are not
already owned directly by the Concert, excluding 190,441 treasury
shares, but including 10 Company shares owned by EDL Participations
S.A.S., a direct wholly owned subsidiary of EDL Holding,
i.e., to the best of the Bidders' knowledge, 111,749,275
Company shares6 representing 14.27% of Company's share
capital.
As of the date of this Draft Offer Document, to the best of the
Bidders' knowledge, there are no other securities, nor any other
financial instrument or right giving immediate or future access to
the Company's share capital and voting rights, other than the
shares.
Pursuant to Articles 231-38 of the AMF general regulation, the
Bidders reserve their right to purchase Company shares, through
on-market or off-market acquisitions, at the Offer Price, during
the offer period (période d'offre) (defined in Article 231-2
6° of the AMF general regulation).
2.2 Terms of the Offer
The Bidders are offering to the Company's shareholders to pay in
cash €2.00 per Company share.
2.3 Adjustments to the Terms of the Offer
If within 366 days of the closing of the Block Trade,
i.e., by no later than February 16,
2018, EDL Holding or any of its affiliates acquires from any
third party that is not an affiliate of TWDC, in an arm's length
transaction (including by way of a tender offer or squeeze-out),
any Company shares at a New Price Per Share (in cash or in kind)
exceeding €2.00 per Company share (as adjusted for any stock split
or reverse stock split), resulting in the obligation for EDL
Holding to pay an additional cash amount to KH in accordance with
the Block Trade Agreement, then upon closing of the purchase and
sale of the Company shares so acquired, the Bidders will pay an
additional cash amount to each shareholder having tendered Company
shares into the Offer in accordance with the Semi-Centralized
Procedure (as defined in Section 2.5) in an amount per Company
share identical to the additional cash amount per Company share
paid to KH pursuant to the Block Trade Agreement, which will be
equal to the number of Company shares so tendered times the excess
of the New Price per Share over €2.00 (as adjusted for any stock
split or reverse stock split).
The shareholders tendering their Company shares into the Offer
in accordance with the Semi-Centralized Procedure (as described and
defined in Section 2.5 below) will be eligible for payment of any
additional cash amount under the same terms as described above.
However, the shareholders tendering their Company shares into
the Offer in accordance with the Non-Centralized Procedure (as
described and defined in Section 2.5 below) will not be eligible
for such payment.
Such additional cash amount will also be paid, if applicable, in
the event of the Mandatory Buy-Out, to shareholders whose shares
will be purchased in the context of such Mandatory Buy-Out.
For the avoidance of doubt, notwithstanding the foregoing, the
issuance of new Company shares (including in connection with the
recapitalization described in this Draft Offer Document) will not
result in any adjustment of the Offer Price or the price of the
Block Trade.
2.4 Conditions to the Offer
The Offer is not subject to any condition relating to a minimum
number of shares being tendered into the Offer. In addition, the
Offer is not subject to any antitrust or any other regulatory
condition.
2.5 Procedures for Tendering Shares
The shares tendered into the Offer must be free and clear of any
pledge, lien, security interest, encumbrance, claim or restriction
of any nature whatsoever. The Bidders reserve the right, in their
sole discretion, to reject any and all shares they determine to be
ineligible for tender.
The Offer will remain open for a number of trading days in
France corresponding to 20 U.S.
business days.
Shareholders may participate in the Offer by tendering their
shares in accordance with the following procedures:
- Holders of Company shares held in an account managed by a
financial intermediary (including traders, banks and financial
institutions) must instruct their financial intermediary to tender
their shares into the Offer in accordance with the standard forms
provided by their financial intermediary no later than the last day
on which the Offer is open.
- Company shares held in registered form must be converted and
held in bearer form to be tendered to the Offer. Therefore, holders
of shares held in registered form who wish to tender Company shares
into the Offer will have to ask for the conversion of these shares
to hold them in bearer form as soon as possible. They will
therefore lose the benefits attached to the registered form for
those shares then converted into bearer form.
- No commission will be paid by the Bidders to the financial
intermediaries through which the shareholders tender their shares
into the Offer.
- Shareholders' brokerage fees will be reimbursed by EDL Holding
under the conditions set out in Section 2.9 below.
This Offer is governed by French law. Any disagreement or
dispute of any nature concerning the present Offer will be brought
before the relevant courts.
The acquisition of shares in connection with the Offer will take
place, in accordance with applicable law, through Exane, a buying
market member, acting as intermediary on behalf of the Bidders.
Shareholders of the Company who wish to tender their shares into
the Offer may do so in accordance with either of the following
procedures:
- Non-centralized procedure (the "Non-Centralized
Procedure") : the shareholders may sell their shares on the
market, in which case settlement and delivery of the transferred
shares (including payment of the price therefor) will take place on
the second trading day following the execution of the orders, and
trading fees (including the brokerage fees and corresponding VAT)
relating to such transactions will be borne entirely by the selling
shareholders. The shareholders choosing this procedure will not be
eligible for payment, if any, of the additional cash amount
referred to in section 2.3 above; or
- Semi-centralized procedure (the "Semi-Centralized
Procedure"): the shareholders may sell their shares in the
semi-centralized procedure carried out by Euronext Paris, in which
case settlement and delivery of the transferred shares (including
payment of the price therefor) will take place following completion
of the semi-centralization procedure, after the last day on which
the Offer is open. The shareholders choosing this procedure (and
only shareholders choosing this procedure) will be eligible for
payment, if any, of the additional cash amount referred to in
Section 2.3 above.
EDL Holding will reimburse the trading fees (brokerage fees and
corresponding VAT) incurred by the selling shareholders of shares
tendered in the semi-centralized procedure up to (i) in the case of
orders to tender shares for an aggregate purchase price of €3,333
or less, €10 per transaction and (ii) in the case of orders to
tender shares for an aggregate purchase price in excess of €3,333,
0.30% of such purchase price, subject to a cap of €100 per
transaction; it being specified however that, if the Offer is
annulled for any reason, the shareholders of the Company may not
seek any reimbursement. Only shareholders whose shares are
registered in an account on the day preceding the opening of the
Offer may receive reimbursement of these trading fees from EDL
Holding.
The requests for reimbursement of the fees mentioned above will
be accepted and processed by the financial intermediaries for a
period of 25 trading days from the last day on which the Offer is
open.
2.6 Publication of Offer Results
The AMF will publish the final results of the Offer at the
latest nine (9) trading days after the last day on which the Offer
is open and Euronext Paris will indicate the date and conditions of
the delivery of shares and payment of the purchase price in a
notice.
No interest will be owed for the period from the tendering of
the shares into the Offer until the date of settlement and delivery
of the Offer.
2.7 Indicative Timetable for the Offer
Prior to the opening of the Offer, the AMF and Euronext Paris
will publish an opening notice and a notice announcing the terms
and timetable of the Offer. The timetable below is provided on an
indicative basis only:
February 10,
2017
|
Press release
announcing the Block Trade; the intention to make the Offer; and
the statement of support by TWDC for a subsequent recapitalization
plan of the Company.
|
February 24,
2017
|
Appointment of
Finexsi as independent expert.
|
March 29,
2017
|
Review by the
Company's Supervisory Board of the independent expert's report and
draft Response Document.
|
March 30,
2017
|
Filing with the AMF
of the Bidders' Draft Offer Document.
Public posting of the
Bidders' Draft Offer Document on the AMF's website
(www.amf-france.org) and on the Company's website
(http://corporate.disneylandparis.com).
Posting on the
Company's website of the Bidders' press release containing the main
terms of the draft Offer.
|
|
Filing with the AMF
of the Company's draft Response Document.
Public posting of the
Company's draft Response Document on the AMF's website
(www.amf-france.org) and on the Company's website
(http://corporate.disneylandparis.org).
Posting on the
Company's website of its press release containing the main terms of
its draft Response Document.
|
March 31,
2017
|
Formal meeting of the
Works' Council of the Company to be provided with the Draft Offer
Document and the Company's draft response document.
|
April 5,
2017
|
Presentation by TWDC
to the Works' Council of the Company.
|
April 25,
2017
|
AMF clearance
decision of the Offer, which will indicate the visa number of (i)
the Offer Document and (ii) the Response Document.
|
|
Posting on the AMF's
and the Company's websites of (i) the Bidders' Offer Document, (ii)
the Company's Response Document, (iii) the "Other Information"
document, containing legal, accounting and financial information
regarding the Bidders and (iv) the "Other Information" document,
containing legal, accounting and financial information regarding
the Company.
Publication by the
Company of a press release informing the public of the availability
of (i) the Bidders' Offer Document, (ii) the Company's Response
Document, (iii) the "Other Information" document, containing legal,
accounting and financial characteristics of the Bidders and (iv)
the "Other Information" document, containing legal, accounting and
financial characteristics of the Company.
|
April 26,
2017
|
Opening of the
Offer.
|
May 23,
20177
|
Last day on which the
Offer is open.
|
May 29,
2017
|
Publication of a
notice announcing the final results of the Offer by the
AMF.
|
May 31,
2017
|
Settlement and
delivery of the Tender Offer.
|
Starting on June 8,
2017
|
If applicable,
Mandatory Buy-Out and Delisting.
|
2.8 Costs and Financing of the Offer
2.8.1 Costs of the Offer
If all the existing Company shares that the Concert does not
already own (excluding the treasury shares held by the Company and
including the 10 shares owned by EDL Participations S.A.S.) were
tendered into the Offer, the maximum cost of the Offer (excluding
any fees and expenses) would amount in the aggregate to
€223,498,550.
Expenses incurred by the Bidders in connection with the Offer
(including fees of external financial, legal and accounting
advisers and of any experts and other consultants, as well as
communication and publication costs, among others) are estimated at
approximately €4,300,000 (excluding tax).
2.8.2 Financing of the Offer
The Offer is expected to be financed with cash on hand available
to EDL Holding.
2.9 Remuneration of Brokers – Assumption of Costs
EDL Holding will reimburse the trading fees (brokerage fees and
corresponding VAT) incurred by the selling shareholders of shares
tendered in the Semi-Centralized Procedure up to (i) in the case of
orders to tender shares for an aggregate purchase price of €3,333
or less, €10 per transaction and (ii) in the case of orders to
tender shares for an aggregate purchase price in excess of €3,333,
0.30% of such purchase price, subject to a cap of €100 per
transaction; it being specified however that, if the Offer is
annulled for any reason, the shareholders of the Company may not
seek any reimbursement of these trading fees from the Bidders.
Only shareholders whose shares are registered in an account on
the day preceding the opening of the Offer may receive
reimbursement from the Bidders for these trading fees.
The requests for reimbursement of the fees mentioned above will
be accepted and processed by the financial intermediaries for a
period of 25 business days from the last day on which the Offer is
open.
2.10 Restrictions Concerning the Offer under laws other than
French law
The Offer is exclusively made in France, the United
Kingdom, the United States of
America and in any jurisdiction permissible. This Draft
Offer Document is not for distribution in countries other than
France, United Kingdom, the
United States of America and in any jurisdiction
permissible. It will not be submitted to any regulator other than
the French Autorité des marchés financiers.
This Draft Offer Document and any other document relating to the
Offer do not constitute an offer to buy or sell financial
instruments or a solicitation of such an offer in any country where
such an offer or solicitation would be illegal, nor is it addressed
to anyone to whom such an offer or solicitation could not be
validly made. The Company's shareholders residing outside of
France, the United Kingdom, the
United States of America or any other jurisdiction
permissible, may participate in the Offer only if, and to the
extent that, such a participation is authorized by the local law to
which they are subject.
The distribution of this Draft Offer Document and of any other
document related to the Offer and participation in the Offer may be
subject to specific restrictions, pursuant to laws and regulations
in force in certain jurisdictions.
All persons in possession of this Draft Offer Document must
familiarize themselves and comply with applicable legal
restrictions. Failure to comply with such restrictions may
constitute a violation of securities laws and rules in certain
jurisdictions. The Bidders decline any responsibility in the event
of a violation of any applicable legal restrictions by any
person.
The Offer is not addressed to, or directed at, persons subject
to such restrictions, whether directly or indirectly, and may not
be accepted by any person from a country in which the acceptance of
the Offer by such person is prohibited by applicable laws or would
require the submission of this document to any regulator or any
other formalities.
United Kingdom
In the United Kingdom, the
Offer may only be communicated in circumstances where section 21(1)
of the Financial Services and Markets Act 2000 (the "FSMA")
does not apply. Accordingly, in the United Kingdom, the Draft Offer Document can
be made available only to and is directed only at (i) investment
professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order") or (ii) persons to whom it may lawfully be
communicated in accordance with Article 43 of the Order (all such
persons together being referred to as "Relevant Persons").
Any person who is in the United
Kingdom and is not a Relevant Person should not act or rely
on this document or any of its contents.
3
SUMMARY OF ELEMENTS FOR ASSESSMENT OF THE OFFER
The price offered by the Bidders for each Company share is
€2.00. On the basis of the valuation methods described above, the
Offer Price represents the following premiums:
1 Excluding 10 Company shares owned by EDL Holding
through its wholly-owned subsidiary EDL Participations.
2 Excluding 190,441 treasury shares but including 10
Company shares owned by EDL Holding through its wholly-owned
subsidiary EDL Participations.
3 For the purposes of this calculation, the shares
owned by EDL Participations and the treasury shares owned by the
Company itself will not be deemed to be owned by minority
shareholders, given that (i) EDL Participations is a wholly-owned
subsidiary of EDL Holding and (ii) the Supervisory Board of Euro
Disney S.C.A. approved the retention by the Company of all of its
treasury shares.
4 See footnote 3 regarding the details of the
calculation of that percentage.
5 Excluding 10 shares owned by EDL Holding through
its wholly-owned subsidiary EDL Participations.
6 Including 10 shares owned by EDL Holding through
its wholly-owned subsidiary EDL Participations.
7 The Offer will be open for 20 U.S. trading days. If
the New York Stock Exchange and Euronext Paris are not open on the
same days between the opening of the Offer and the last day on
which the Offer is open, the timetable will be adjusted
accordingly.
This press release does not constitute an
offer to acquire securities. The Offer described herein cannot be
opened until it is approved by the Autorité des marchés
financiers.
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