Global leader in high-quality family entertainment agrees to acquire world-renowned Lucasfilm Ltd, including legendary "Star Wars" and "Indiana Jones" franchises.
Acquisition continues Disney's strategic focus on creating and monetizing the world's best branded content, innovative technology and global growth to drive long-term shareholder value.
Lucasfilm to join company's global portfolio of world class brands including Disney, ESPN, Pixar, Marvel and ABC.
"Star Wars: Episode VII" feature film targeted for release in 2015; more features to follow
Continuing its strategy of delivering exceptional creative content to audiences around the world, The Walt Disney Company has agreed to acquire Lucasfilm Ltd. in a stock and cash transaction. Lucasfilm is 100 percent owned by Lucasfilm Chairman and Founder George Lucas.
Under the terms of the agreement and based on the closing price of Disney stock on Oct. 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 CEO 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," Lucas said. "It's now time for me to pass 'Star Wars' on to a new generation of filmmakers. I've always believed that 'Star 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.
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. Kennedy will serve as executive producer on new"Star Wars"feature films, with Lucas serving as creative consultant. "Star Wars: Episode VII" 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 U.S. 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-U.S. merger control regulations, and other customary closing conditions. The agreement has been approved by the sole shareholder of Lucasfilm.
Robert A. Iger, chairman and CEO, The Walt Disney Company
Remarks for analysts regarding Disney's acquisition of Lucasfilm LTD:
"As we just announced, The Walt Disney Company has agreed to acquire Lucasfilm and its world class portfolio of creative content - including the legendary 'Star Wars' franchise - along with all of its operating businesses, including Industrial Light & Magic and Skywalker Sound.
"George Lucas is a visionary, an innovator and an epic storyteller - and he's built a company at the intersection of entertainment and technology to bring some of the world's most unforgettable characters and stories to screens across the galaxy. He's entertained, inspired, and defined filmmaking for almost four decades and we're incredibly honored that he has entrusted the future of that legacy to Disney.
"Disney has had a great relationship with George that goes back a long way - with 'Star Wars' theme attractions in our parks in Anaheim, Orlando, Paris and Tokyo. This acquisition builds on that foundation and combines two of the strongest family entertainment brands in the world. It makes sense, not just because of our brand compatibility and previous success together, but because Disney respects and understands - better than just about anyone else - the importance of iconic characters and what it takes to protect and leverage them effectively to drive growth and create value.
"Lucasfilm fits perfectly with Disney's strategic priorities. It is a sustainable source of branded, high quality creative content with tremendous global appeal that will benefit all of Disney's business units and is incredibly well suited for new business models, including digital platforms. Adding the Lucasfilm IP to our existing Disney, Pixar and Marvel IP clearly enhances our ability to serve consumers, strengthening our competitive position - and we are confident we can earn a return on invested capital well in excess of our cost of capital.
" 'Star Wars' in particular is a strong global brand, and one of the greatest family entertainment franchises of all time, with hundreds of millions of fans around the globe. Its universe of more than 17,000 characters inhabiting several thousand planets spanning 20,000 years offers infinite inspiration and opportunities - and we're already moving forward with plans to continue the epic 'Star Wars' saga.
"The last 'Star Wars' movie release was 2005's 'Revenge of the Sith' - and we believe there's substantial pent up demand. In 2015, we're planning to release 'Star Wars: Episode 7' - the first feature film under the 'Disney-Lucasfilm' brand. That will be followed by Episodes 8 and 9 - and our long-term plan is to release a new 'Star Wars' feature film every two to three years. We're very happy that George Lucas will be creative consultant on our new 'Star Wars' films and that Kathleen Kennedy, the current co-chair of Lucasfilm, will executive produce. George handpicked Kathy earlier this year to lead Lucasfilm into the future. She'll join Disney as president of Lucasfilm, reporting into Walt Disney Studios Chairman Alan Horn and integrating and building the 'Star Wars' franchise across our company.
"Our successful acquisitions of Pixar and Marvel prove Disney's unique ability to grow brands and expand high-quality creative content to its fullest franchise potential and maximum value.
"We've leveraged Pixar's terrific characters and stories into franchises across our company - from feature films to consumer products online games, major attractions in our theme parks, and more.
"The 2006 Pixar acquisition delivered more than great Pixar content - it also delivered the means to energize and revitalize the creative engine at Walt Disney Animation - which was crucial to our long-term success. Animation is the heart and soul of Disney and our successful creative resurgence will be on full display this weekend when 'Wreck-It-Ralph' opens in theaters across the country.
"Our acquisition of Marvel three years later combined Marvel's strong global brand and world-renowned library of characters with Disney's creative skills, unparalleled global portfolio of entertainment properties, and an integrated business structure that maximizes the value of creative content across multiple platforms and territories. Our first two Marvel films - 'Thor' and 'Captain America,' grossed a total of more than $800 million at the box office. This year, 'Marvel's The Avengers' grossed more than $1.5 billion to become the world's third-highest grossing movie of all time - and an important and lucrative franchise for us.
"We're looking forward to a robust slate of new Marvel movies - starting with 'Iron Man 3' and 'Thor: The Dark World' next year, followed by 'Captain America: The Winter Soldier' in 2014. And, as we announced previously, Joss Whedon is writing and directing 'Avengers 2' and developing a Marvel-based series for ABC.
"Pixar and Marvel both fit our criteria for strategic acquisitions - they add great IP that benefits multiple Disney businesses for years to come, and continue to create value well in excess of their purchase price. The acquisition of Lucasfilm is in keeping with this proven strategy for success and we expect it to create similar opportunity for Disney to drive long-term value for our shareholders.
"We're clearly excited about this move forward. We believe we can do great things with these amazing assets. ... We have a proven track record of maximizing the value of our strategic acquisitions. ... And we're poised to do the same with this one."