Extraordinary Meeting 6/10

There is a lot of speculation about a TWDC buy out, but if this was the case there would be a press conference arrange in Burbank for the same time and there is not.

I think it's going to be announcement of either job cuts, and hence why only the Workers Council has been invited. Or which I hope it is, the announcement of a major investment in WDS, the same as Disneyland California had.
 
Good point.

My only thought that makes me optimistic that we're talking investment over layoffs is this has to be an announcement that is likely to have a major impact on share price for better or worse because of the timing of the meeting and the fact it was announced after markets closed on Friday.

While layoffs clearly aren't good, would they normally warrant that level of market sensitivity? Of course there could be other bad news.

I have to stress I'm not clued up on these things!
 
There is so much speculation flying around at the moment. I have read everything from DLP to be closed for good, to TWDC taking over Euro Disney SCA.

When Philip Gas left DLP for Shanghai and Tom Wolber was made Président of Euro Disney S.A.S. and not of the whole Euro Disney S.C.A group I had a feeling something was going to happen.

But everything is speculation until we hear an official announcement on Monday.
 


what's the difference between Euro Disney S.A.S. and whole Euro Disney S.C.A group Jonjo?

tia
 
You have asked a very complicated question so I'll try my best to answer it. To be honest it's all very complicated, so make yourself a nice cup of tea and have a sit down and a read.

Here is a break down of the Euro Disney group of companies that own and operate Disneyland Paris.

Euro Disney S.C.A. is the company that owns and operates Disneyland Paris.
40% of shares are held by The Walt Disney Company, 10% by the Saudi Prince Alwaleed, 5% by Invesco Ltd and 45% by other shareholders (some of us here on the DIS boards), with shares traded on the Euronext Paris exchange.

Euro Disney S.C.A. is the holding company of the Group and is listed company. The main asset of the company is its investment of 82% of the share capital of its subsidiary, Euro Disney Associés S.C.A. ("EDA"). The general partner of Euro Disney S.C.A. is EDL Participations S.A.S., a subsidiary of The Walt Disney Company (TWDC) the administrator of Euro Disney S.C.A. is Euro Disney S.A.S., which is also a subsidiary of the TWDC.

Euro Disney Associés S.C.A. operates the Disneyland Park and Walt Disney Studio Park, the Disneyland Hotel, Davy Crockett Ranch and Golf Disneyland. It also manages the real estate segment of the Group in Val d'Europe.

The remaining 18% of EDA share capital is held by two indirect subsidiaries of TWDC: EDL Corporation S.A.S. and Euro Disney Investments S.A.S.

The General Partners of Euro Disney Associés S.C.A. are Euro Disney Commandité S.A.S., a wholly-owned company of Euro Disney S.C.A. and EDL Corporation S.A.S. and Euro Disney Investments S.A.S. and the administrator is Euro Disney S.A.S.

EDL Hôtels S.C.A., is a wholly-owned company of EDA, which operates the Disney Hotels, Santa Fe, Cheyenne, Newport Bay Club, New York and the Sequoia Lodge ( everything apart form the Disneyland Hotel and Davy Crockett Ranch). It also operates the Disney Village.

The General Partner of EDL Hotels S.C.A. is EDL Hotels Participations S.A.S., a société par actions simplifiée and a wholly-owned company of the Euro Disney S.C.A. The gérant of EDL Hotels S.C.A. is Euro Disney S.A.S. They operate the partner hotels which are leased to other hotel groups Kyriad, Vienna International Dream Castle Hotel, Vienna International Magic Circus Hotel, Radisson Blu Hotel and Algonquin's Explorers Hotel.

There are also two Financing Companies Phase IA and Phase IB Financing.

The Phase IA Financing Company, Euro Disneyland S.N.C., is a company incorporated as a French société en nom collectif which owns the Disneyland Park and leases it to Euro Disney Associés S.C.A.

The partners of the Phase IA Financing Company are various banks, financial institutions and companies holding an aggregate participation of 83%, and Euro Disneyland Participations S.A.S., a French société par actions simplifiée and an indirect wholly- owned subsidiary of TWDC, holding a participation of 17%.

The Group has no ownership interest in the Phase IA Financing Company. The Phase IA Financing Company is managed by a management company, Société de Gérance d'Euro Disneyland S.A.S., an indirect wholly-owned company of TWDC.

The Phase IB Financing Companies are incorporated as French sociétés en nom collectif and are governed by the same principles as the Phase IA Financing Company. Each of these companies rents the land on which the related Disney hotel, is located, from EDL Hôtels S.C.A.

The partners of the Phase IB Financing Companies are also various banks and financial institutions that are creditors of the Phase IB Financing Companies. The management company of each of the Phase IB Financing Companies is EDL Services S.A.S., a French société par actions simplifiée and a wholly-owned subsidiary of EDA.

So for example one company owns the land which the hotel is built, and another company owns the hotel and it is then leased back to another company to operate, the same thing happens with the Disney Village.

Then there is Centre de Congrès Newport S.A.S., is a French société par actions simplifiée and is indirectly wholly-owned subsidiary of TWDC. It entered into a ground lease with EDL Hôtels S.C.A. to finance and acquired the Newport Bay Club Convention Centre and, when completed, leased it back to EDL Hôtels S.C.A. with an option to repurchase the convention centre in the future.

So as you can see it's a web of inter weaving companies that own one thing, the park or a hotel which then leases it back to the parent company who then has another company set up to operate it.

Rumors of TWDC buy out of Euro Disney S.C.A. have been circulating since an article appeared in TIME magazine in 2012.

But if this were to happen TWDC would have to buy everybody out, from Prince Alwaleed (who injected $350m in 1994 to save the park from bankruptcy) to myself and my wife. Phillip Gas visited Prince Alwaleed a few weeks before he left DLP.

But TWDC has deep pockets, they purchased Marvel in 2009 for $4.2 billion and Lucasfilm (Star Wars / Indiana Jones) in 2012 for $4.06 billion.

If there is a buy out I expect shareholders would be offered around 1 TWDC share for every 100 Euro Disney S.C.A. shares held.
 
thanks Jonjo... and I must say yes its very complicated how they deviated it between all the parts, had to re read it couple of time... now let just see what tomorrow news are and hope they are a good one :wizard:
 


Rec'd this email this morning


Dear Shareholder,

The Shareholders Club informs you:

Letter to the Members of the Shareholders Club


Marne-la-Vallée, October 6, 2014

Euro Disney announced today a 1 billion euro recapitalization, backed by The Walt Disney Company (“TWDC”), aimed at significantly bolstering Euro Disney’s financial position and enabling it to continue investing in the destination, better positioning the company for long-term success.

Despite continued investment in the resort, challenging economic conditions in Europe have negatively impacted financial performance, and constrained Euro Disney Group’s ongoing ability to make investments while supporting its debt burden.

The contemplated transaction encompasses several components. First, there would be an injection of approximately 420 million euros via capital increases in Euro Disney S.C.A and its principal subsidiary. Second, there would be a significant reduction of the Group’s indebtedness through the conversion of 600 million euros of the debt owed to TWDC into equity of Euro Disney S.C.A. and its principal subsidiary. Lastly, there would be an improvement of the Group’s liquidity via the deferral of amortization of loans until final repayment in 2024.

As a Euro Disney S.C.A. shareholder, you would have the opportunity to participate in the capital increases of Euro Disney S.C.A, alongside our main Shareholder, TWDC, on equal financial terms:

You would have the opportunity to participate along with TWDC in a 351 million euro rights offering by Euro Disney S.C.A. at a subscription price of 1.00 euro per share; and
You would have the right to acquire your pro rata portion of the shares in Euro Disney S.C.A. subscribed to by TWDC through its conversion of debt at a price of 1.25 euro per share, i.e., the price paid by TWDC to subscribe such shares.
You would also have the option to sell your shares to TWDC after the completion of the capital increases of Euro Disney S .C.A. through a mandatory tender offer required by French law and regulations. The proposal is made by TWDC on the basis of a mandatory tender price of 1.25 euro per share.

A more detailed description of the Disney proposal and the conditions which must be met for it to be implemented can be found under "Details of the Proposal" of the press release.

If implemented, this operation would mark an important financial milestone for Euro Disney. This new financial foundation would enable us to pursue our investment strategy and better position the Resort for a potential return to growth in Europe.

As newly appointed Président of Euro Disney S.A.S., I am delighted to return to Disneyland® Paris after having been part of the Resort’s Grand Opening team in 1992 to lead the group in the implementation of its long-term development strategy. The management team and I are very excited about this transaction, and we sincerely hope you will continue to take an active role in this new era for Disneyland Paris.



Tom Wolber,

Président Euro Disney S.A.S.


For further information on this information, please refer to the press release published on October 6th, 2014 and available on the Company's website: http://corporate.disneylandparis.com/CORP/EN/Neutral/Images/uk-2014-10-06.pdf



Please contact us for any further information.

Yours sincerely,


Euro Disney S.C.A.
Shareholders Club
Free line: 00800 64 74 56 30 *
Tel.: +33 (0)1 64 74 56 30
Fax: + 33 (0)1 64 74 56 36
E-Mail: eurodisney@clubactionnaires.com

Website: corporate.disneylandparis.com

(*) From France, United Kingdom, Germany, Belgium, Netherlands, Spain and Italy from a land line, national operators only
 
My financial knowledge is pretty much zero.

But does this mean current shareholders are being asked to buy more shares? Or that the shares are changing?

I only have 20 (enough to be a member during our last trip) but if they're going for €1 each then I'll buy another 80......

Or am I completely barking up the wrong tree?
 
To me it looks like we are being offered the chance to buy more shares from eurodisney at €1 a share or from TWDC at €1.25 a share. I honestly have no idea as I also im not very financially minded. I have forwarded my email to my dad who is, to explain in laymans terms to me lol.
 
Ok read it again and yes we can buy more share at €1 each. But we have to buy it at a rate of 9:1. Meaning for each 1 share you already hold you must buy 9. Eg I have 101 I would have to buy 909 new shares at €1 each. €909. I love disneyland Paris...but not that much. Lol. Good if you only have 20 as you would only need to buy 180. Costing much less than it would have normally.
 
Eek! I bought a load more recently. :rolleyes2

So, in effect if we take up the offer we will own ten times what we own now? Are there any further perks for having more than a thousand shares? And how soon could we sell them again and for what kind of price?
 
Oh now I have no idea what to do. I was toying with buying 80 shares for our trip in 3 weeks but not sure when we'll be offered the new offer? Anyone know?
 
So, in effect if we take up the offer we will own ten times what we own now? Are there any further perks for having more than a thousand shares? And how soon could we sell them again and for what kind of price?

you would hold 10 times more shares, but those shares would be worth much less

say you have 100 shares and buy 900 more at 1€ a piece

TDWC will offer to buy them out at 1€25

you'll get 1250€ if TDWC buys out.

if you bought your 100 first shares at 3€50 (350€) + the 900€ for the next 900 shares, you would get 1250€ guaranteed for a 1250€ investment.

If I read this right, many small shareholders will see a way to cut their losses and will sell
meanwhile you lend EuroDisney 900€ per 100 shares, without any gain.

I'm no expert in this field, but it seems like TDWC is getting ready to take control at the expense of the smaller shareholders
 

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