Tender offer to
Euro Disney S.C.A. shareholders

Euro Disney S.C.A. shareholders have the opportunity to tender their shares in the offer initiated by subsidiaries of
The Walt Disney Company
at €2 per share. The offer will be open from May 11th through June 8th, 2017

Frequently Asked Questions

  • The Walt Disney Company has made a tender offer for all remaining outstanding shares of Euro Disney S.C.A. (other than treasury shares) at a price of €2.00 per share in cash.
  • Following the tender offer, The Walt Disney Company is committed to support a recapitalization of up to €1.5 billion to enable the Euro Disney Group to continue making improvements to Disneyland® Paris, repay most or all of the Group’s debt, and increase liquidity.
  • The €2 per share price that The Walt Disney Company is offering is driven by the negotiation that took place between Kingdom Holding Company and The Walt Disney Company for the sale of 90% of Kingdom Holding Company’s stake in Euro Disney.
  • Therefore, The Walt Disney Company is offering all shareholders the same price of €2 per share.
  • The Walt Disney Company’s proposal affords flexibility to shareholders to decide whether to exit the stock at a significant premium or to participate alongside The Walt Disney Company in the necessary financial restructuring. The recapitalization of up to €1.5 billion is essential for the Euro Disney Group. However, simply proceeding with it through a share capital increase would have required that shareholders either pay their pro-rata share of the equity contribution of up to €1.5 billion or experience substantial dilution of their shares. Recognizing that shareholders of Euro Disney S.C.A. may not want to choose between contributing toward the recapitalization or experiencing substantial dilution of their shareholdings, subsidiaries of The Walt Disney Company are presenting shareholders with another option by offering to purchase their Euro Disney S.C.A. shares until June 8, 2017 at a price of €2.00 euros per share.
  • An independent financial expert hired by Euro Disney S.C.A.’s Supervisory Board to evaluate the offer observed that the price of €2.00 euros per share represents a premium of between 64% and 651% based on the various valuation criteria considered and concluded that this price is fair. A complete copy of the independent expert’s report is available at eurodisney-opa.com and should be carefully reviewed to understand the valuation criteria and sensitivities used by the independent expert.
  • Based on the evaluation carried out by the independent expert, the independent members of the Supervisory Board have unanimously considered that the offer is in the interests of Euro Disney S.C.A., its employees and its shareholders, and recommended to the shareholders that they tender their shares into the offer.
  • Euro Disney S.C.A.’s financial condition has significantly deteriorated as a result of the tragic events in Paris in November 2015 and the challenging environment that continued through 2016 in France and Europe. The Group needs additional funding to continue making improvements to Disneyland® Paris, repay most or all of the Group’s debt and increase liquidity.
  • The Walt Disney Company’s proposal affords flexibility to shareholders to decide whether to exit the stock at a significant premium or to participate alongside The Walt Disney Company in the necessary financial restructuring. The recapitalization of up to €1.5 billion is essential for the Euro Disney Group. However, simply proceeding with it through a share capital increase would have required that shareholders either pay their pro-rata share of the equity contribution of up to €1.5 billion or experience substantial dilution of their shares. Recognizing that shareholders of Euro Disney S.C.A. may not want to choose between contributing toward the recapitalization or experiencing substantial dilution of their shareholdings, subsidiaries of The Walt Disney Company are presenting shareholders with another option by offering to purchase their Euro Disney S.C.A. shares until June 8, 2017 at a price of €2.00 euros per share.
  • The Walt Disney Company remains committed to the success of Disneyland® Paris, as it always has been since the opening of the resort.
  • The Walt Disney Company believes that this will take some time and require additional funding.
  • The Walt Disney Company’s proposal affords flexibility to shareholders to decide whether to exit the stock at a significant premium or to participate alongside The Walt Disney Company in the necessary financial restructuring. The recapitalization of up to €1.5 billion is essential for the Euro Disney Group. However, simply proceeding with it through a share capital increase would have required that shareholders either pay their pro-rata share of the equity contribution of up to €1.5 billion or experience substantial dilution of their shares. Recognizing that shareholders of Euro Disney S.C.A. may not want to choose between contributing toward the recapitalization or experiencing substantial dilution of their shareholdings, subsidiaries of The Walt Disney Company are presenting shareholders with another option by offering to purchase their Euro Disney S.C.A. shares until June 8, 2017 at a price of €2.00 euros per share.
  • Events since November 2015 have had a significant impact on Euro Disney S.C.A., as evidenced by its FY16 results, and fundamentally altered its long-term financial picture. Euro Disney S.C.A. needs a significant amount of additional capital to restore its ability to pursue its long-term strategy by continuing to make improvements to Disneyland® Paris, repaying most or all of the Group’s debt and increasing liquidity.
  • This transaction gives shareholders the option to exit their investment at a substantial premium.
  • The recapitalization of up to €1.5 billion is essential for the Euro Disney Group. However, simply proceeding with it through a share capital increase would have required that shareholders either pay their pro-rata share of the equity contribution of up to €1.5 billion or experience substantial dilution of their shares. Recognizing that shareholders of Euro Disney S.C.A. may not want to choose between contributing toward the recapitalization or experiencing substantial dilution of their shareholdings, subsidiaries of The Walt Disney Company are presenting shareholders with another option by offering to purchase their Euro Disney S.C.A. shares until June 8, 2017 at a price of €2.00 euros per share.
  • This price is 67% higher than the share price at market close on the day before the offer was announced in February 2017, and equivalent to the price paid recently to Kingdom Holding Company for 90% of its shares in Euro Disney S.C.A.
  • May 9, 2017 AMF clearance decision of the Offer, indicating the visa number of (i) the Offer Document and (ii) the Response Document.
  • May 11, 2017 Opening of the Offer.
  • June 8, 2017 Last day on which the Offer is open.
  • June 13, 2017 Publication of a notice announcing the final results of the Offer by
    the AMF.
  • June 15, 2017 Settlement and delivery of the Offer.
  • Starting on June 20, 2017 If applicable, Mandatory Buy-Out and Delisting.

The business plans for Euro Disney S.C.A. have not changed. These efforts are designed to offset the long-term impact of the events which occurred in FY16 and restore Euro Disney S.C.A.’s ability to implement its business plans by continuing to make improvements to Disneyland® Paris, repaying most or all of the Group’s debt and increasing liquidity.

You are urged to review the filed tender documents in the “Important Documents” section on eurodisneytenderoffer.com beforehand. Shareholders may participate in the Offer by tendering their shares in accordance with the following procedures:

  • Holders of Euro Disney S.C.A. 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.
  • Euro Disney S.C.A. 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 their shares into the Offer will have to ask for the conversion of these shares to hold them in bearer form as soon as possible.
  • You will retain your shares. If The Walt Disney Company reaches the threshold enabling a mandatory buy-out, you will be required to transfer your shares for €2.00 per share.
  • The Walt Disney Company does not reach the threshold permitting it to implement a mandatory buy-out, you will retain your shares.
  • In any case the recapitalization of up to €1.5 billion is essential for the Euro Disney Group.
  • However, simply proceeding with it through a share capital increase would have required that shareholders either pay their pro-rata share of the equity contribution of up to €1.5 billion or experience substantial dilution of their shares.

All the registered Shareholders Club members will see their benefits maintained for a period of 10 years, even if Euro Disney is delisted from the Euronext stock exchange following the tender offer and the potential mandatory buy-out.