Interesting details emerge on Disney Marvel deal…

September 23, 2009

Late yesterday, Disney (DIS) filed the S-4 on its $4 billion deal to acquire Marvel (MVL) and there were a couple of interesting new details that emerged in the filing. One of the places that I always like to start is the “background of the deal” to see when the wooing — all that talk about synergies — began. The back and forth between the two companies on the way to the deal table is almost always worth at least a quick skim and this one didn’t disappoint.

In this case, Disney’s CEO Bob Iger and Marvel’s Chairman of its Film Division David Maisel met back on Feb. 18 though the filing makes it sound as if it was pretty generic since it notes that Maisel “did not take any action…or mention” Iger’s comments to Marvel CEO Isaac Perlmutter or anyone else at Marvel. Fast forward a few months to June 2 and Maisel and Iger met again and this time, things began to move a lot more quickly. Less than a week later, Perlmutter was on the phone with former Marvel executive Jeff Kaplan, who heads up global M&A for BofA/Merrill.

Looking at the many meetings that continued over the summer, it quickly becomes clear that there wasn’t much room for vacation time. Other than a brief period around July 4, there were multiple meetings every week leading up to the Aug. 31 announcement.

There was also some interesting details deeper into the proxy – the part that spells out what various executives get post-deal. A quick tally for Perlmutter shows that it will add up to around $65 million, including $34 million in options that were just granted this past March — only a few weeks after that first meeting between Maisel and Iger. Of course, the filing notes that Maisel never told Perlmutter about the meeting and who are we to question that? Still, those options — over one million of them — were granted at around $25 a share and vest immediately and the takeout price is $50, which seems like some pretty good timing.

UPDATE 9/24: The WSJ picked up the curious timing of the option story here.

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