Jett (jatg) wrote,
Jett
jatg

"Pixney" or "Dixar"

It's official...after months of speculation of `will they/ won't they' Disney has officially aquired Pixar. While initially this makes me rather nervous, reading the press release got me feeling fairly giddy. Yes, the Mouse owns Pixar...but the first sentence says it all for me...

Ed Catmull Named President of the
Combined Pixar and Disney Animation Studios and John Lasseter Named
Chief Creative Officer; Steve Jobs to Join Disney's Board of Directors


They bought Pixar and put THEM in charge of Disney animation! Could we be in for the third golden age of Disney? Lasseter is a self proclaimed Disney (and 2D) fan... Catmull doesn't have the tendency to pee in the proverbial creative soup and any Disney `creative' who specializes in tormenting the animators as well as muck about in the story is going to be hard pressed to get past these two.



Disney to Acquire Pixar
Tuesday January 24, 4:15 pm ET
Long-time Creative Partners Form New Worldwide Leader in Quality Family Entertainment


BURBANK, Calif. & EMERYVILLE, Calif.--(BUSINESS WIRE)--Jan. 24, 2006--The Walt Disney Company (NYSE: DIS - News):
Ed
Catmull Named President of the Combined Pixar and Disney Animation
Studios and John Lasseter Named Chief Creative Officer; Steve Jobs to
Join Disney's Board of Directors
Disney Increases Stock Repurchase Authorization
Furthering
its strategy of delivering outstanding creative content, Robert A.
Iger, President and Chief Executive Officer of The Walt Disney Company
(NYSE: DIS - News), announced today that Disney has agreed to acquire
computer animation leader Pixar (NASDAQ: PIXR - News) in an all-stock
transaction, expected to be completed by this summer. Under terms of
the agreement, 2.3 Disney shares will be issued for each Pixar share.
Based on Pixar's fully diluted shares outstanding, the transaction
value is $7.4 billion ($6.3 billion net of Pixar's cash of just over $1
billion)(a).

This acquisition combines Pixar's preeminent
creative and technological resources with Disney's unparalleled
portfolio of world-class family entertainment, characters, theme parks
and other franchises, resulting in vast potential for new landmark
creative output and technological innovation that can fuel future
growth across Disney's businesses. Garnering an impressive 20 Academy
Awards, Pixar's creative team and global box office success have made
it a leader in quality family entertainment through incomparable
storytelling abilities, creative vision and innovative technical
artistry.

"With this transaction, we welcome and embrace Pixar's
unique culture, which for two decades, has fostered some of the most
innovative and successful films in history. The talented Pixar team has
delivered outstanding animation coupled with compelling stories and
enduring characters that have captivated audiences of all ages
worldwide and redefined the genre by setting a new standard of
excellence," Iger said. "The addition of Pixar significantly enhances
Disney animation, which is a critical creative engine for driving
growth across our businesses. This investment significantly advances
our strategic priorities, which include -- first and foremost --
delivering high-quality, compelling creative content to consumers, the
application of new technology and global expansion to drive long-term
shareholder value."

Pixar President Ed Catmull will serve as
President of the new Pixar and Disney animation studios, reporting to
Iger and Dick Cook, Chairman of The Walt Disney Studios. In addition,
Pixar Executive Vice President John Lasseter will be Chief Creative
Officer of the animation studios, as well as Principal Creative Advisor
at Walt Disney Imagineering, where he will provide his expertise in the
design of new attractions for Disney theme parks around the world,
reporting directly to Iger. Pixar Chairman and CEO Steve Jobs will be
appointed to Disney's Board of Directors as a non-independent member.
With the addition of Jobs, 11 of Disney's 14 directors will be
independent. Both Disney and Pixar animation units will retain their
current operations and locations.

"Disney and Pixar can now
collaborate without the barriers that come from two different companies
with two different sets of shareholders," said Jobs. "Now, everyone can
focus on what is most important, creating innovative stories,
characters and films that delight millions of people around the world."

"Pixar's
culture of collaboration and innovation has its roots in Disney
Animation. Our story and production processes are derivatives of the
Walt Disney `school' of animated filmmaking," said Dr. Catmull. "Just
like the Disney classics, Pixar's films are made for family audiences
the world over and, most importantly, for the child in everyone. We can
think of nothing better for us than to continue to make great movies
with Disney."

The acquisition brings to Disney the talented
creative teams behind the tremendously popular original Pixar
blockbusters, who will now be involved in the nurturing and future
development of these properties, including potential feature animation
sequels. Pixar's 20-year unrivaled creative track record includes the
hits Toy Story, Toy Story 2, A Bug's Life, Monsters, Inc., Finding Nemo
and The Incredibles. Disney will also have increased ability to fully
capitalize on Pixar-created characters and franchises on high-growth
digital platforms such as video games, broadband and wireless, as well
as traditional media outlets, including theme parks, consumer products
and live stage plays.

"For many of us at Pixar, it was the magic
of Disney that influenced us to pursue our dreams of becoming
animators, artists, storytellers and filmmakers," said Lasseter. "For
20 years we have created our films in the manner inspired by Walt
Disney and the great Disney animators -- great stories and characters
in an environment made richer by technical advances. It is exciting to
continue in this tradition with Disney, the studio that started it all."

"The
wonderfully productive 15-year partnership that exists between Disney
and Pixar provides a strong foundation that embodies our collective
spirit of creativity and imagination," said Cook. "Under this new,
strengthened animation unit, we expect to continue to grow and
flourish."

Disney first entered into a feature film agreement
with Pixar in 1991, resulting in the release of Toy Story, which was
hailed as an instant classic upon its release in November 1995. In
1997, Disney extended its relationship with Pixar by entering into a
co-production agreement, under which Pixar agreed to produce on an
exclusive basis five original computer-animated feature films for
distribution by Disney. Pixar is currently in production on the final
film under that agreement, Cars, to be distributed by Disney on June 9.

The
Boards of Directors of Disney and Pixar have approved the transaction,
which is subject to clearance under the Hart-Scott-Rodino Antritrust
Improvements Act, certain non-United States merger control regulations,
and other customary closing conditions. The agreement will require the
approval of Pixar's shareholders. Jobs, who owns approximately 50.6% of
the outstanding Pixar shares, has agreed to vote a number of shares
equal to 40% of the outstanding shares in favor of the transaction.

The
Disney Board was advised by Goldman, Sachs & Co. and Bear, Stearns
& Co. The Pixar Board was advised by Credit Suisse.

Separately,
the Disney Board approved the repurchase of approximately 225 million
additional shares, bringing the Company's total available authorization
to 400 million shares. Since August 2004 through the end of December
2005, Disney has invested nearly $4 billion to purchase nearly 155
million shares. Disney anticipates further significant share
repurchases going forward, reflecting Disney's continued commitment to
returning value to shareholders over time.

(a) Based on Disney's closing share price of $25.52 as of 1/23/06.

About The Walt Disney Company:

The
Walt Disney Company (NYSE:DIS - News), together with its subsidiaries
and affiliates, is a leading diversified international family
entertainment and media enterprise with four business segments: media
networks, parks and resorts, studio entertainment and consumer
products. Disney is a Dow 30 company, had annual revenues of nearly $32
billion in its most recent fiscal year, and a market capitalization of
approximately $50 billion as of January 23, 2006.

Investor Conference Call:

An
investor conference call will take place at approximately 2:15 p.m. PT
/ 5:15 p.m. ET today, January 24, 2006. To listen to the Webcast, turn
your browser to www.disney.com/investors/presentations or http://corporate.pixar.com.

If
you cannot participate in the live Webcast, re-plays will be available
for domestic callers at (888) 286-8010 (PIN 56666399) and for
international callers at (617) 801-6888 (PIN 56666399), or at www.disney.com/investors/presentations
until 4:00 p.m. PT on Tuesday, February 7, 2006. An .mp3 version of
this Webcast replay will also be available approximately 24 hours after
the Webcast concludes at www.disney.com/investors/presentations.

Forward-Looking Statements:

Certain
statements in this press release may constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are made on the basis of the views
and assumptions of the management of The Walt Disney Company and Pixar
regarding future events and business performance as of the time the
statements are made and they do not undertake any obligation to update
these statements. Actual results may differ materially from those
expressed or implied. Such differences may result from legal or
regulatory proceedings or other factors that affect the timing or
ability to complete the transactions contemplated herein, actions taken
by either of the companies, including restructuring or strategic
initiatives (including capital investments or asset acquisitions or
dispositions), as well as from developments beyond the companies'
control, including: adverse weather conditions or natural disasters;
health concerns; international, political or military developments;
technological developments; and changes in domestic and global economic
conditions, competitive conditions and consumer preferences. Such
developments may affect assumptions regarding the operations of the
businesses of The Walt Disney Company and Pixar separately or as
combined entities including, among other things, the timing of the
transaction, the performance of the companies' theatrical and home
entertainment releases, expenses of providing medical and pension
benefits, and demand for products and performance of some or all
company businesses either directly or through their impact on those who
distribute our products. Additional factors that may affect results are
set forth in the Annual Report on Form 10-K of The Walt Disney Company
for the year ended October 1, 2005 under the heading "Item 1A--Risk
Factors" and in the Quarterly Report on Form 10-Q of Pixar for the
quarter ended October 1, 2005 under the heading "Risk Factors" section
of Part I, Item 2.

For Additional Information:

This
material is not a substitute for the prospectus/proxy statement Disney
and Pixar will file with the Securities and Exchange Commission.
Investors are urged to read the prospectus/proxy statement which will
contain important information, including detailed risk factors, when it
becomes available. The prospectus/proxy statement and other documents
which will be filed by Disney and Pixar with the Securities and
Exchange Commission will be available free of charge at the SEC's
website, www.sec.gov,
or by directing a request when such a filing is made to The Walt Disney
Company, 500 South Buena Vista Street, Burbank, CA 91521-9722,
Attention: Shareholder Services or by directing a request when such a
filing is made to Pixar, 1200 Park Avenue, Emeryville, CA 94608.

Pixar,
its directors, and certain of its executive officers may be considered
participants in the solicitation of proxies in connection with the
proposed transactions. Information about the directors and executive
officers of Pixar and their ownership of Pixar stock is set forth in
the proxy statement for Pixar's 2005 annual meeting of shareholders.
Investors may obtain additional information regarding the interests of
such participants by reading the prospectus/proxy statement when it
becomes available.
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